Children of War : Sequel to Lilly
by OzzyWilde
Summary: When Lilly escapes from Woodbury she doesn't escape alone. And the Governor won't stop until he hunts both of them down. Warning! rated M for violence, language, and sexuality
1. Chapter 1

**Disclaimer: I don't own any of these characters.**

**Okay so this fic is in multiple perspectives mainly Rick, Lilly, The Governor, Michonne, and Daryl. Lot's of spoilers for season three and Lilly. **

* * *

**Rick**

Rick walked around the cell block. The Woodburians seemed to be settling in pretty well all things considered. Still he wanted to keep an eye on them, some more than others. Rick felt a pair of eyes stalking his movements. It wasn't Carl, though he knew his son had been watching him with quiet distain ever since the bus had showed up. He knew he'd have to deal with it at some point, also Hershel's revelation. The idea that his son could be heading down such a dark path right under his nose was something Rick wasn't sure how to acknowledge yet. The other set of eyes he found belonged to a woman who had been standing outside one of the cells. She stuck out in his mind because not long after she had got off the bus she had promptly fainted.

"_Well the prison ain't no Woodbury, but that was a bit harsh."_ Sure as hell wasn't what he expected of the Governor's second in command. She moved slowly down the stairs her dark eyes locked with his. Her body was petite but muscular and she didn't move like a petite woman either. There was something slightly menacing about watching her walk down the stairs toward him, not unlike the Governor, lethal and brutal beneath a calm surface.

"You're the cowboy then?" She said with a slight smile. "or Sheriff rather."

"or Rick rather." Rick said returning her condescending tone.

She studied him for a moment before she began walking outside. Rick followed her amazed slightly that she had demanded an audience with him without even uttering a word. The second in command rank was starting to make more sense now.

Rick walked out into the sun and the dark haired woman stood facing the prison yard her arms folded. He walked up beside her watching as she scanned the area with her eyes. "And you're the Governor's… commander?"

"Something like that." She smirked looking at him. "You talked to Karen. It's Lilly."

Rick bit his lips trying not to laugh, he already knew her name from Karen, but still hearing her say it was just too much.

"Yeah, yeah I know." Lilly sighed rolling her eyes. "Listen I'm sure if my parents knew I was going to be working for the dictator of the apocalypse they'd have named me something tougher like Rose, or Daisy."

"Dictator?" Rick said glancing at her squinting in the sunlight. "That's strange coming from someone who's supposed to be the Governor's second in command."

"I'm only second in command because I'm the only one he hasn't killed." Lilly said flatly. "You could have killed me back in Woodbury. Instead you let me come here." Her dark eyes ticked over to him. "You think that was wise?"

Rick tucked his thumbs into his belt. "You could have stayed in Woodbury instead you came here. You think that was wise? You must have known Karen would tell me who you were. You weren't with the group that attacked us the other day."

"I was planning on it. I overslept." Lilly said dryly.

"Then you come here all but tellin' me that I should have killed you." Rick paused examining the woman's blank expression. "Seems like you got a bit of a death wish."

Lilly's eyes darted over to Rick and a small smile crossed her lips. "You talked to Michonne."

Rick felt like he was approaching a wild animal. Maybe she was right, maybe he should kill her, but that wasn't Rick's way. There was no doubt that she had been more to the Governor than just a soldier, or the one stuck as second in command. There was something about the cold and tactical way she was even carrying on this little conversation that was just like the Governor. "No, but I talked to Glenn,"

Her face twitched when he said Glenn's name.

"and Karen." He paused as he wet his lips. "and Dr. Stevens."

Lilly turned her head to look at him her body visibly tensed. She inhaled slowly then looked out into the prison yard. "He won't stop, you know." She said softly.

"We can protect you here." Rick said with genuine concern.

Lilly laughed bitterly. "I appreciate that sheriff, but it ain't me I'm worried about." Her eyes were still locked on the horizon searchingly. "He won't relay on a bunch of Woodburians next time. He'll come with soldiers and when he does, he'll come for your children."

Rick didn't know how to respond. Since this whole mess began, he knew he'd have to take the Governor out. Andrea, Maggie, Glenn, Michonne, Daryl, even Merle. The man had too much blood on his hands, but the idea that he'd target Carl and Judith sent a chill down his spine.

"He'll come for them because he was a father too. Michonne killed his daughter."

Rick's attention shot over to Lilly. "What?!"

"What was left of her. Penny, she'd turned. He… kept her in a cage hoping… for what I really don't know."

Again Rick was speechless. His mind raced with thoughts of Carl, Judith, Sophia and the nightmares he never talked about. Carl becoming a walker and Rick having to put him down.

Lilly looked over at him. "You see now? You see now why he'll come for you?" She sighed her eyes shining wet but she didn't cry. "I knew what he was; I knew the monster that he was. That was on me, but I won't let an innocent child become a monster not like a biter and not like him."

Rick wasn't sure if he was still breathing. He was still reeling from this bit of news. He shook his head. "You said he'll bring soldiers."

"There are ways… We kept a lot from the good people of Woodbury." Lilly's eyes cleared and her gaze set on Rick. "That's why I came. I'll tell you what I know and you keep my child safe from him."

Rick eyed her carefully. Come to think of it, it wasn't beyond the Governor to send a Trojan horse. "After everything you said how do I know I can trust you."

"You can't." She turned toward him and put her hands on her hips. "You'll just have to focus on the facts. The Governor is insane, homicidal, still alive, and after you. And I" she held her hands up taking a step back. "am low on options."

Rick chuckled despite himself. He took his one hand out from his belt and extended it toward her.

Lilly looked down at it skeptically. "How do I know I can trust _you_ Sheriff?"

Rick's face turned hard as his blues eyes locked with hers. "Because I'm not like him."

Lilly eyed him up and down. "No, you're not." She said softly. She took his hand and shook it firmly.


	2. Chapter 2

**Michonne**

Michonne walked through the cell block for a moment before she sensed Rick walking beside her. "You sure it was a good idea bringing them here?" She said without looking at him as they made their way to the catwalk.

"Too late now if it wasn't." Rick sighed rubbing his hand in his stubble.

"Winter is coming; having those extra mouths to feed might be a problem." She folded her arms and leaned against the chain link fence.

"No as much as leaving people to die." He stood in front of her and paused. She wondered how he did it sometimes. Carrying that burden, alone most of the time. She could swear his shoulders sagged a bit from the weight of everything he took on.

"How are you coping… with Andrea?" His blue eyes looked lighter in the sunlight as they looked at Michonne; she felt they were looking straight into her soul.

She turned not wanting to look him in the eye anymore. "I'm coping," She said softly. She'd been trying not to think of Andrea, but it was impossible not to. Michonne had spent so long hating her for what she did. It hurt; it broke her heart that Andrea would rather believe the lies of the Governor than the truth of her friend. One handsome face, a few polite words, and she was gone, as though they hadn't spent the whole winter keeping each other alive. Michonne knew it wasn't like that, she knew it wasn't the Governor so much as the normality Woodbury promised that seduced Andrea, but knowing that hurt just as much. Andrea died trying to save all of those useless people and they didn't know or care. "I'll find closure when he's dead."

Rick's brow furrowed. "Lilly told me… you put his daughter down."

"She was a walker." Michonne bit out.

"That isn't the point." He clinched his fists before calming himself. "Listen are you apart of this group or not?"

Michonne was silent wondering the same question to herself.

"If you are then you have to be straight with us so we can protect you."

Michonne stood up from the fence getting in his face. "I don't need protecting."

Rick took a step back hand on his belt. "Yeah I can see that." He said acting sarcastically impressed. "Just because you can do things alone doesn't mean you need to."

Michonne wasn't taken aback by what he said so much as the way he said it, as though he was genuinely concerned for her. She decided to change the subject to something she was meaning to _be straight_ about with Rick anyway. "Lilly's pregnant."

Rick sighed leaning his head on the fence. "I know."

"It's the Governor's."

"I know that too."

Michonne raised her eyebrows. "You don't think that'll make us a target?"

Rick half smiled at her. "Wouldn't be the only thing." He stopped resting his head on the fence. When he rose up there was a red mark on her forehead where it had been resting on the fence. Michonne tilted her head down so he couldn't see her smile. "She'll be just as safe here as anywhere."

"Yeah, but do you think someone who was that close to the Governor is someone we can trust?"

"Andrea was that close."

Michonne felt enraged with that but it only lasted a second. "She didn't see him for what he was." Her brow creased. "Lilly did."

"Having a kid changes you, makes you see things differently."

Michonne smirked. "Don't expect any miracles I think a cat would be a better mother than she would."

"She said she doesn't want her child to end up like the Governor and I believe her." Rick looked distant for a moment. "No one wants to see their child grow cold." He said softly.

"Carl?"

"Yeah…" Rick rubbed his jaw. "Killing can't always be the answer, but it's real hard to show him that with things as they are."

Michonne put a hand on his shoulder. "Have faith in him, he's strong," she smiled. "And he comes from good stock." For a moment they looked each other in the eyes again. Michonne pulled her hand away glancing up at the sky. "It's going to be dark soon. I'll take one last sweep to make sure everything is secure."

"uh yeah thanks." Rick said a little awkwardly. "Oh and for the time being, it might be better if we don't tell the others who the father of Lilly's baby is."

"Oh so I gotta be straight with all of you but she can be as crooked as she pleases." Michonne said with a smile.

"That's not it. I just don't want people starting to vote on kicking out a pregnant woman."

Michonne rolled her eyes. "Whatever you say." She turned and walked away. Michonne was near the entrance of the catwalk when she paused and turned back. "I am."

Rick looked at her confused for a moment.

"I am a part of this group."

* * *

**Lilly**

Lilly walked along the catwalk of the prison. The snow gently fell around her, but she didn't feel the cold despite the fact she was wearing nothing but a long white nightgown. She touched her stomach which had become bulbous with the life she cared inside it. She ran her hands along the chain link fence staring out at the prison yard and the forest beyond. There were no walkers, just the blissful quiet of white virgin snow. A hand slide on top of hers, interweaving her fingers into the fence. The warmth of his body pressed against her back as another hand met her stroking her stomach.

"How far along?" He leaned down and whispered in her ear.

"Nine months," She said softly with a smirk. "She'll be here soon."

"What are you going to do then?" The Governor asked as he turned Lilly to face him. He stood tall, strong, and secure. His eyes stared down at her, unharmed perfect blue with perfect warmth.

His hand holding hers reached to stroke her face. "I haven't thought about that." She said softly.

"I'll want to see her." His fingers touching her stomach began pressing harder and harder until it began to hurt. Blood began to seep through the white satin of her gown where his fingers pressed against her stomach. When she looked up his skin gray and rotting the eye patch holding his face together, his mouth red and bloody. "I'll want to see _you_ Lilly."

Lilly screamed. She thrashed trying to get away, but his hand gripped around her throat the other one digging deeper into her belly. She latched onto his forearm trying to make him stop, but she couldn't she could feel him tearing her baby out of her. She screamed louder hoping someone would hear her, hoping someone would help her.

"Why would they save you?" He growled reading her thoughts.

Lilly fell to the ground still screaming. The snow became red, everything became red.

* * *

"Lilly! Lilly wake up!" Michonne was violently shaking her.

Lilly's head cleared and she groped at her stomach which was still intact. Only two months had passed since she came here, four months into her pregnancy and she was starting to show a lot more lately.

Michonne's intense dark eyes looked back at her huffs of smoke drifted out of her mouth as she spoke. "You were screaming in your sleep again."

Lilly looked around expecting to see the others like before, but instead there was only Carl. He stood by the entrance of the cell, for once not wearing his father's hat, but holding the gun with a silencer. "She alright?"

"She's fine Carl," Michonne glanced back at him but didn't turn around. "You need to get some sleep you're on watch tomorrow."

Carl nodded but looked at Lilly as though asking her the same question.

She smiled. "I'm fine, thank you."

He nodded then left.

Lilly rest her head back down reinforcing the blankets around her belly. "He acts like a grown man." She said softly.

"It's better that he does." Michonne tucked her in a bit before going to check the fire burning in a barrel in the cell.

"He's what? Thirteen, fourteen?" Michonne was silent as she added some wood to the fire. Lilly watched her. "There isn't even such a thing as childhood anymore is there?" Lilly said mostly to herself.

Michonne moved back to Lilly. "Are you warm enough?"

"Are you?" Lilly shot back looking Michonne in the eye. "You don't have keep an eye on me like a fucking nurse maid you know."

Michonne smiled. There was something really unnerving about that cute little smile of hers. It was probably the cloak and katana that coupled with smile made her look like a giddy assassin. "I don't trust you Lilly." She climbed up to the top bunk. "It isn't your safety I'm concerned about."

Lilly chuckled silently. Despite being in close contact with someone who could and would kill her at any moment, she was becoming really fond of Michonne. It never failed she always liked people she knew she could trust the least. Lilly rolled over and rubbed her stomach thoughtfully. "When I told you about… I thought you might kill me then and there."

"Do you wish I had?" Michonne asked from the top bunk.

Lilly was silent. It would have made things easier, taken the decision out of Lilly's hands. Up until now, there had only been one driving force in Lilly's life, survival. Everything else was secondary. Right, wrong, good, evil, those questions hadn't mattered until now. They might still be insignificant questions, she might raise a child that would learn to be ready to kill the ones it loved, to survive even at the expense of others. One day looking into her child's eyes and explaining how she thought about killing herself rather than letting them be born, or how she killed their father. It was less painful when she didn't have to think about that. "Doesn't matter now." Lilly said finally.

"Still nothing at Woodbury?" Lilly asked.

"Belongs to the dead now. There aren't any supplies left either. Maybe a walker got him."

"Maybe pigs can fly too. Thanks for the encouragement though." She could hear Michonne giggle as she turned over in her bunk. "Feels like the calm before the storm."

"Enjoy it. It won't last."

"I'm a soldier, peacetime makes me edgy." Lilly said glaring at the wall.

Another long silence passed just when Lilly was sure Michonne had fallen asleep she heard her. "The nightmares… are they about him?"

Of course they were. All her dreams were about him. The disturbing part wasn't just the ones where the Governor was a walker ripping her child out of her stomach, but those alternating with her hormonal wet dreams about him. The way he looked when she'd first known him tall, handsome, enthralling words said in an equally enthralling brogue. She knew it was a lie then too, no one looked that normal and appealing after the end of the world. That had been part of the fun on some level, knowing better than anyone else there was something darker beneath the charming veneer. It wasn't until she saw the tanks and Penny that she realized how dark and how mad he truly was.

Lilly scowled as she made ready for yet another evening with the Governor. "Goodnight Michonne"


	3. Chapter 3

**Daryl**

"….So we are surrounded. Walkers behind us and these nuts jobs in front of us. I mean on a screwed scale we were at least a 'totally fucked'" Lilly let the arrow fly. It hit the target, but not a bulls eye. "Shit." She cursed. She glanced down at Daryl from the hay barrel she was standing on.

"Don't worry about doing it quick, guide it with your finger if you have to, and don't let go til you feel it." Daryl said looking at the target then up at Lilly on one bent knee. She was coming along quicker than he thought she would. She was a good shot with a gun, but the bow and arrow Daryl was teaching her was a whole new ballgame. She was dressed in jeans combat boots and a grey sweat shirt that covered her huge stomach. She was pretty easy on the eyes if she could stop nagging for five minutes. For being a guest in their prison she sure as hell didn't act like it.

"Slow down, guide, feel it, got it." She aimed more carefully this time. She let the bow go and it hit the target, still off but only by about two inches this time. She sighed picking up another arrow.

Daryl looked at the target and shrugged before turning back to Lilly. "So then what happened?"

Lilly got a huge grin on her face. "Right so I'm counting bullets, Martinez is saying Hail Marys, then Merle asks 'So how many you think are left?" Martinez and I both go, 'twelve.'" Lilly lowered her bow so she could give the story her full attention. "We had only twelve bullets left and there were twelve guys which meant every shot had to take one down, which is easy if you don't have biters on your ass, you know?"

Daryl grinned. "Yep."

Lilly set the bow down crouching down holding her hands on her knee. "So Merle is like 'Alright just be ready to shoot.'" She said in her best raspy voiced Merle impression. "Then just goes strolling the fuck out there like it's a day in the park. I was like 'wait, what the fuck?' but nope he was already going. He goes 'Hey, hey, hey. I'd like to introduce ya'll to a friend of mine.'" Lilly stood up holding up her arm pulling her hand into the sleeve of her shirt. "'ya'll see this here? This is Shania. This is my girlfriend I made when I was born one day.'" Lilly turned looking ahead. "'So lemme ask you a question if I'm willing to do this to me, what the fuck do you I'm going to do to you?' Then one by one all their heads started popping up like daises to get a look at this crazy mother. The second all of them were in view he pulls out a gun and we all started firing" Lilly pointed her finger like she was fanning a pistol. "pow, pow, pow. Then he just comes strolling on back and" She put a finger to her mouth holding in a laugh. "I'll never forget this. He turns and just goes." Lilly turned her back to Daryl then cocked her head around and shrugged. "'What? You girls done doing your makeup? We got shit to do.'"

Daryl chuckled shaking his head. "That's Merle for ya."

Lilly chuckled looking off. "That was Merle." Her smile faded. Daryl caught it at the same moment she had. That _was_ Merle. They were both quiet for a moment. Daryl shifted his crossbow on his shoulder a bit. "Com'mon that's enough for one day, it's cold out here."

Lilly hoped down and for once didn't bitch that he was going easy on her because she was knocked up. She looked at the arrow for a moment. "You know these are makeshift, maybe it's bent."

"Don't blame it on the arrow." He said pulling it and the bow out of her hand. The two of them started walking back to the prison in silence. All they ever talked about really was Merle, which was fine by him. She didn't seem like the type to tell him her life story that he didn't want to hear, and he sure as hell wasn't the type to share feelings. It was also nice because she was about the only other person who had a kind thing to say about his brother.

"You two were pretty close huh?" Daryl said working his way toward a question that had been bugging him for some time.

"Saw a lot of shit together, that'll make anyone close I suppose."

"But you two were… pretty close. I mean he talked about you sometimes-"

Lilly stopped dead and looked at Daryl. "It's not his."

Daryl looked shocked feeling awkward. "Well I mean… you sure?"

Lilly grinned with mock surprise. "You think any woman would forget a night with Merle Dixon?"

Daryl looked at his feet regretting bringing this up.

He heard Lilly chuckle softy. "I'm sure trust me." She began walking again and he quick stepped to catch up to her. "I've been here for over five months and you're only asking me that now?"

"To be fair," He began. "I only knew you were pregnant a month ago. I just thought you were getting f-" He stopped and looked at her realizing what he was saying.

Lilly looked at him square in the eye. "Not getting I _am_ fat." She grinned. Daryl felt like he just dodged a bullet. One thing he had noticed about Lilly, apart from the fact that she didn't talk to anyone, was that when she did she was easy to talk to.

They were silent again until Lilly spoke. "So what did he say? About me I mean."

"He said you were one cold hard ass bitch."

Lilly laughed and ducked her head a bit, as though she'd just been complemented on her hair. Merle had also said she was one hot ass bitch, but Daryl thought it might be best to leave that one out.

"Your brother was something else, Daryl." She said softly. "He knew you were alive, you know. Didn't think, _knew_ you were alive out here somewhere."

"You think he was full of shit?"

Lilly shrugged. "Everybody needs their little security blanket to keep them going, but I knew if you were anything like him…" Lilly stopped. "You're not though. You're a lot tougher. He knew that."

Daryl was quiet not looking at Lilly then he stared at her for a moment.

She rolled her eyes. "Yes I'm still sure."

"I didn't-"

"Look if it were Merle's the pregnancy wouldn't have lasted this long. After two months the kid would have just punched its way out."

Daryl bent over laughing and Lilly started laughing too. Out of the corner of his eye he saw Carol walk up to the two of them. He calmed down a bit to hear what she had to say.

"Hey Rick wants to have a talk with you when you get a chance."

"Yeah," He coughed the last of his laughter out. "I'll be there in a sec."

Carol nodded looking at him, she gave a wary glance at Lilly before walking back.

Lilly smiled like a kid with their hand caught in the cookie jar. "Uh-oh better watch myself. Your lady seems like the jealous type."

"Huh?" Daryl said looking at Lilly confused.

"You and… uh..um"

"Carol."

"Yeah, I mean the two of you are… you know." Lilly gestured between Daryl and where Carol had been standing.

"No-I mean I know, but we're not-"

Lilly's brow furrowed. "Really? It just seemed like she-"

"Like she what?" Daryl said completely baffled by what or where this conversation was leading.

Lilly paused and looked at him for a moment then shook her head. "Christ you are Merle's brother. Bright guy, but sometimes," She smiled ruffling his hair patronizingly. "Thick as molasses." With that she walked away.

Daryl smoothed his hair annoyed. "What the hell is that supposed to mean?"

"Not a damn thing Don Juan. You better go see what the Sheriff wants." She called back before going back inside the prison.

Daryl stared for a minute still confused. "Don Juan?"

* * *

**Rick**

Rick stared at the walker body that lay face down on the floor of the cell. He sat on the bottom bunk his hand clasp in a prayer fist over his lips. Carl and Michonne stared down at it as well from the entrance of the cell.

Daryl walked into the cell. "So what's all this about?" He said looking at the walker as he walked past Michonne.

"We're running low on supplies," Rick said in a weary rasp.

"Namely food." Michonne said looking at Daryl.

"No problem few' us will go for a supply run or I'll see if there's something I can hunt down. That all you wanted me for?" He glanced again at the body on the floor. "What's with the biter?"

"Carl shot it outside." Rick said. "It was on the inside of the fence."

Daryl gave a Carl a nod. "Nice going"

Rick stood and turned over the walker. It was or had been a young woman with blonde hair. Most of the flesh was missing from her lower face but on her forehead had been carved the letters _'T-R-A-I-T-O-R'._

Rick stood back holding his belt and nodding toward the corpse. "This is why we called you."

"Message from the Governor?" Daryl said coldly.

"Warning shot more like." Michonne said.

"We think he means someone from the Woodbury group we just don't know who." Carl looked up at Rick from beneath his hat.

Michonne and Rick exchanged glances.

Carl looked back down at the walker. "I think it's Karen."

"Listen," Rick began with a hand beckoning toward Carl. "We don't know that for certain and nobody's going to start finger pointing until we do." Rick paused. "Carl go make sure no one comes in here I need to talk to Michonne and Daryl alone."

"I want to know what's going on." Carl said defensively.

"You heard your dad. Now move." Michonne shot Carl a look that told him he would if he knew what was good for him.

Carl glared at Rick before pushing past Daryl out of the cell.

Daryl leaned against the bunk on his arm. "Go easy him."

"I don't want to give him any excuses." Rick shot back in a low whisper. Michonne and Daryl were both taken aback and confused by what he said. But Rick was right to worry. Carl didn't see any of the Woodbury people as part of the group and if he thought that all their problems could get solved by getting rid of one of them he had to make sure Carl didn't know which one.

Daryl's brow furrowed. "Do you know who the message was for?"

"We think it was meant for Lilly." Michonne said looking at Daryl.

"Lilly? Why Lilly?"

Michonne and Rick exchanged glances again. "Because the baby's his." Rick said at last.

"The Governor?!" Daryl said standing up. "You mean she-"

"Came here for protection." Rick cut him off. "which is why we can't tell the others. I don't want people thinking she's all he's after."

"She isn't. He wants to kill all of us." Michonne shrugged. "Surprised he's waited this long."

"Yeah well the feeling's mutual." Daryl glared down at the word carved into the walker. "So what's the plan?"

"We need to load up on supplies, and be ready for an attack." Rick said. "It's all we can do since we don't know where he's hiding."

"Should we tell Lilly?" Daryl asked. Neither Rick nor Michonne responded.

"Tell me what?" Lilly asked as she walked by the cell.

Lilly was silent as she looked past them and down at the walker near Rick's feet. She swayed a bit and looked like she was going down. Daryl ran over and helped her stay on her feet. She tried to push him away but he held tight.

"I'm fine." She said in breathy but firm voice. "It's finally time." She said coldly looking down at the walker.


	4. Chapter 4

**Michonne**

Michonne was doing what she normally did when she couldn't sleep, stalking the prison for weak points, walkers, intruders, or anything else that could kill everyone in their sleep. It was when she was near the catwalk that she heard the chilling sound of a woman singing. She crept near the entrance her Katana ready. She saw Lilly standing in the cold staring out toward the prison yard.

"Bye bye baby bunting, daddy's gone a-hunting... Gone to get a rabbit skin to wrap the baby bunting in…"

The sound of Lilly's voice was haunting in the dead of night. She stood there staring out rubbing her stomach. Michonne eyed her suspiciously debating whether this scene was strange enough to report to the others. She was just about to turn when Lilly stopped singing.

"Michonne." Lilly said before slowly looking at her. "Can't sleep?"

Michonne stiffened then she strode cautiously out to the catwalk. "Neither can you I see."

"Pregnancy messes with a woman's sleep cycle. Seems like I read that somewhere." Lilly said softly looking back out at the yard.

Michonne's eyes trailed along Lilly's hands which still clutched her stomach. Her eyes moved back up to Lilly's face and its unreadable expression. "You alright?"

"I'm fine, just… needed some fresh air."

Michonne still scanned her with her eyes. "What was that you were singing?"

"Don't know… a lullaby I think… I heard it somewhere, might have dreamed it. I don't know." Lilly glanced at Michonne her eyes glassy. "Can't seem to get it out of my head lately." Lilly started humming the song again.

"It's creepy." Michonne said flatly.

Lilly stopped and looked at her. "I didn't ask for your opinion did I?" She said just as evenly. She turned her attention back out to the prison yard humming again. She abruptly stopped leaning forward on the fence her fingers intertwined in the chain link. For a moment Michonne thought she was crying but she was just breathing heavy like she'd been dealt a blow. "I can't fight like this. If he attacks, if he attacks at night while everyone is asleep-"

Michonne put a hand on Lilly's arm trying to calm her. "We'll protect the baby."

"That's very touching, but that's not what's bothering me. Watching people get slaughtered while I sit on my hands isn't my thing." She glanced at Michonne almost panting. "I'm sluggish, weak and I have a baby strapped to my body. I can still fire a gun, but that might not be enough." She glared out at the forest. "It won't be enough."

"Lilly you're rambling. You're just panicked because of the walker. You need to just get inside and get some sleep."

Lilly yanked her arm away. "You've never seen what he's done." Lilly looked Michonne in the eye her own eyes wet and cold. "You know, but you've never seen it. If you're not terrified for yourself than you should be terrified for Carl and Judith." Lilly paused rubbing her stomach. "They're Rick's children, that the Governor doesn't have. I can't take the thought of killing a child never mind what he'd-" Lilly's voice caught in her throat.

Michonne gave her a light shake. "Lilly you have to calm down." She said slowly.

"Maybe I should go, find him talk to-"

Michonne looked her in the eye. "No."

Lilly looked at Michonne as though she had just come out of a daze.

"You have to keep a level head in this." Michonne glared.

Lilly rolled her eyes and almost gave a laugh nervously. "Perfect time to be hormonal."

Another silence passed. Michonne decided she wasn't going back inside until Lilly did. The way she was acting, was really disturbing her.

"Did you feel it?" Lilly asked. She looked at Michonne her dark brown eyes looking almost black under the light of the moon. "The pull that place had? Finally having a place to rest, being able to eat, having a purpose…? Know I did."

Michonne scowled deep becoming annoyed. "No." The dream of Woodbury? It was fake right from the get go. All those people with no idea what it was like so willing to put their fate into the hands of other people or one man.

"I didn't ask if you bought the bullshit. I asked did you feel that lure? That pressure to just let go and be safe."

Michonne clinched her jaw and looked away. She didn't fit in there, but she couldn't deny that a small part of her wanted to. Some small part of her was terrified what would happen if she did let down her guard, rest. She'd start making plans for the long-term future again. People like the Governor preyed that kind of weakness.

"Disconcerting to people like us, who know what human beings are really like deep down when everything goes to shit. So tempting though… I think you did feel it. That's why you were in such a hurry to leave I think. If you stayed you might start buying it. Then you'd really be screwed."

"Are you done?" Michonne glared at her ready to yank her inside by her hair.

"Didn't mean to touch a nerve Michonne." Lilly smiled slightly with the same giddy glee she always got from mind screwing people Michonne noticed. "I was getting to a point, and that's it wasn't just the town. At its heart it was him. That way with a few words or a look he could convince you everything would be fine, everything was some else's problem, or for a fighter 'yes, there is something left to do, there is something to fight for.'" Lilly arched a brow at Michonne. "I imagine the latter is the carrot he waved in front of you."

Michonne couldn't help but smile. "Yeah, but I didn't bite." Michonne had to admit there was a quality about Lilly she really liked. Lilly was strong, like Andrea, but the two women couldn't have been more different. Andrea was always the good one, always strong enough to care. Lilly was all fight, happier on edge than she was at rest. She didn't try to look for a better world, she saw the world in all its fucked up glory and made it work for her, not unlike Michonne had done.

Lilly's smile widened a bit. "No that you did not." Her smile faded and she looked back out at the prison yard. "But most do. Half a year is plenty of time for him to build an army, and convince them a group in a prison is necessary to kill. " Lilly paused her brow furrowing. "Day before they found me I was so hungry I was ready to eat my own fucking arm. I was scared, tired… weak. I prayed to God, the devil and everything in between, whoever gets me out of this I'll do whatever you want from now until the end." A few strands of hair blew across her face as she smiled bitterly. "And you see which one answered."

"He's just one man." Michonne reasoned. "Who _thinks_ he's God."

"But deals like the devil."

"And that's going to be his downfall in the end." Michonne tried to meet Lilly's gaze. The biter had definitely had its intended effect, Lilly had been shaken to her core. Michonne had been chilled by it too, but she already knew he was sick. The walker just convinced her how much he had to die, but she also wasn't carrying a child either. The Governor wanted as many of them weakened as possible, so why not mindscrew their inside man just before battle?

"I'd feel better if that downfall happened before he kills us." Lilly said glaring out.

Ok enough bullshit. Michonne grabbed Lilly by the arm forcing Lilly to look at her. "Do not let him in your head."

Lilly was silent for a moment just staring back Michonne. Her face hardened and she yanked her arm away and straightened her shoulders. She let out a heavy sigh clearing her throat. "You're right."

Michonne eyed how Lilly's posture completely changed, taking on the shape of the soldier she'd come to know. "com' on let's go back inside."

Lilly sighed again with a nod. "Thank yo-" Lilly's words were interrupted by the sound of something hitting the front gate.

Both of their heads shot in the direction of the front gate. "You hear that?" Lilly said moving toward the fence not waiting for Michonne's response. It didn't sound like a gun shot, a walker or even a rock. It sounded wet like a water balloon.

Michonne looked toward the front gate but didn't see anything. "What was it?" The sound came again this time twice from the right fence, then again from the left.

"There" Lilly said pointing to a large red spot near the front gate. Blood, the walkers had already started moving towards it.

In the distance Michonne saw a small light growing larger. "Oh my God…"

Lilly saw the light, it was fire coming towards the prison in the distance. "He's using the fire bomb." She said numbly.

_Fire bomb_ had been Lilly's cute little name for it. Fire walkers was more accurate. Simple concept, you take a group of walkers douse them with kerosene and light them up, but not before you spread blood over where you want them to go. Their bodies still had enough moisture in them to burn for hours. In that time it was impossible to kill them quietly because of the flames. You were forced to fire a gunshot which only brought more walkers, while the biters, still on fire torched everything and everyone in their path. The whole area becomes a massacre within minutes. One of many blood curdling revelations Lilly had told them about the inner workings of Woodbury. This one had been Lilly's invention that had never been put to use, until now.

Lilly doubled over vomiting. Michonne's attention shot over to Lilly. "Lilly stay with me we need you!"

"I'm here!" Lilly barked as she coughed. "Now shut up I need to think… we still have that biter from before?"

"It's downstairs."

"Get it, hack it up, and get the guts on everyone who can't fight and I do mean Judith too. Wake up everyone on your way. Tell Carol, Carl, Hershal, and Beth to load as much ammunition and supplies as possible if they haven't already and help with the biter. Tell Rick, Glenn, and Maggie to meet you at the tombs. You need to clear the way for everyone to get out."

"The tombs?!" Michonne was already moving back inside with Lilly as they spoke.

"It's the only side the Governor might not try because of the walkers there already. Tell Daryl to meet me at the front gate. We have to try and slow these things down."


	5. Chapter 5

**The Governor**

Somewhere far far away there is a place where the dead don't rise. There is a place where a beautiful little girl is being taught how to ride her bicycle by her father who has time to teach her now. She has brown hair like her father's that is still baby fine. She looks up at her father with her mother's eyes. She grins up at him. Her tooth is missing, one of the canines that she proudly showed him as proof she was growing up.

There is a place far away from the disturbingly appealing smell of blood and gun powder. Someplace far from the fear and pain of death that only killing seemed to sooth, there stands a beautiful slender woman. Her hair is sandy blonde and she's wearing a sundress that cuts down exposing her long gorgeous back. She's always wearing that sundress when he sees her here. She turns to her husband and smiles warmly. They're not sitting in silence at the dinner table because they have nothing to talk about. He's not making excuses to stay at the office or go out for drinks because he's sick of his wife and daughter. He and his wife are not bored with one another instead she embraces him and kisses him. He doesn't see all the flaws in her he used to see. He feels warmth and desire for her. He tells her what he never could seem to tell her. He loves her, he needs her, and he's happy with his life.

This is a place far far away where he does not look at friends as potential enemies. It's a place where killing doesn't excite him. It's a place where he still felt sick at the thought of taking a human life. It's a place of mundane problems, school loans, car payments, a nagging wife, a snot nosed child, working a good job that he can't stand. This is a place Philip Blake can never allow himself to dwell in too long, because he knows he'll never see it again.

The Governor sat staring at the heads in the tanks in front of him humming "Bye Bye Baby Bunting," the song he used to sing for his little girl when she was a baby. It was the song he'd played when he was trying to wake up any part of her that might still be inside that rotting shell.

The green light shown on his one good eye making it glow aqua in the dark of the small storage unit. He drummed his fingers on the arm of the chair to the beat of the song. He leaned forward glaring at one head in particular. Morgan, the son of a bitch's little amusement park of horror had nearly killed all of them. It was worth the weapons and the information he'd gotten from Morgan, but he was still pretty sore about it.

"Seven hundred channels and nothing on." He said to himself as he stood up. He winced pulling off the eye patch and rubbing his face. The cold weather was making it ache like hell. He moved toward Morgan's head which most of the time kept its mouth open like a gaping fish. He rapped on the glass with his knuckle a few. "Not feeling too feisty today huh?"

Morgan's head turned slightly towards his hand but didn't try to bite the glass. The Governor sighed sitting back down. "Well why would you? You're dead anyway." He reached down beside the chair and picked up a glass and the bottle of scotch. He poured some of the golden brown liquid in the glass before setting the bottle back down. He raised the glass to Morgan and the rest of his 'guests' before taking a sip. He was going to see their mutual friend the Sheriff. That was how he and his men had introduced themselves, as friends of Rick's. It was a crap shoot but it gave Morgan pause; enough for the bandits and other riffraff that made up the Governor's militia to swarm the place anyway. He found out that Morgan had lost a child too. It seemed like there was a rash of that going around. Martinez had lost his wife and children. The Governor realized that the best warriors were the ones with no family to lose. Merle had been loyal until he heard about his brother, and then there was Lilly.

He scowled deep. Typical woman, save her life and the minute she got an inch she ran a mile, literally. He mused for a moment about his women. Sarah, Andrea, Lilly, Rowan, Penny, and in the worst way Michonne. His wife was kind enough to die before they had to get a divorce and before the world went to hell. Rowan, following him around like a little lost puppy dog, she was worse than Milton in a lot of ways. She was great for his ego, but useless in battle as the attack on the prison had shown. Andrea, the stunningly beautiful angel, his little window of a normal life, it was so easy to hide everything from her. She was like his wife in so many ways. All of that was gone when the hope for Penny was gone. Penny, his little baby bunting, she was sweet, smart and never hurt anything in the world, even after he let her become a biter. He felt a knot in his stomach when he thought about the times when he ever raised his voice to her. Michonne, who had taken his eye, his child and his life, and then there was Lilly. He plaintively rubbed around his eye. She'd been right about the soft and stupid Woodbury citizens and about Michonne. He should have just shot her in the head when he had the chance, and he would… eventually. Then again maybe Morgan would enjoy the company.

He chuckled to himself. He was really looking forward to seeing both Michonne and his Lilly again. He knew his sweet little Judas was at the prison; there was nowhere else for her to go, not in her condition. There as a sudden knock on the storage door. "What is it?" he said putting his eye patch back on.

"We're ready." Martinez said through the door.

"I'll be right out." He said downing his drink and glaring at the heads on final time.

The Governor walked down the hall behind Martinez and past two young pups they'd found near Macon. The boys each gave him a nod as they walked past.

They had sixteen men total, which admitted wasn't a large number. Each one was able and ready to fire a gun and kept loyal by fear, which was worth a thousand Woodburians. They understood the way things were, kill or be killed. You either follow orders and live or don't and die by the enemy or by the Governor. Martinez and Shumpert knew it firsthand.

Martinez and the Governor stood outside. The outside of the storage building was surrounded by a small but heavily fortified gate. On the outside of the fence stood a young man holding back a walker tied on a stick. Two other men stood in front smearing blood on a dead tree set apart from anything flammable.

The Governor climbed up on top of a truck to address his men. "I know it's been a hard few months for all of us, but now there is an end to that struggle. A place meant to hold men in is now ready to keep walkers out." He turned to the young man holding the walker and gave a nod. "And saved for a few lunatics with a few guns it's yours."

The young man threw a lighter at the walker and it quickly caught fire. He tentatively let the walker go and it quickly stumbled still blazing and latched onto the blood on the dead tree. The whole thing lit up casting shadows over the fence and nearly silhouetting the Governor.

"Are you sick of sleeping on cement?" The Governor yelled.

The men yelled in agreement.

"Do you want the fortress you need? Do you want the fortress you deserve?"

The men all howled again. Martinez eyed all of them standing by the truck.

"Are you willing to kill anyone who stands in your way?" The Governor yelled in a deep voice at the top of his lungs. With the eye patch, his body clad in the long black coat, and the fire licking up at the sky casting shadows over him, he looked truly ominous, like he just crawled out of hell. The best part was that he knew it.

The men roared even louder. The Governor held up his hands calming the crowd. "Then take it. This is a world where only the strong deserve to survive. You are strong so take what's yours."

The crowd gave one last roar of approval. The Governor turned and signaled for the two men who had smeared the blood to dump water on the walker.

The Governor jumped off the truck as Martinez anxiously walked up to the him.

The Governor pulled out his pistol inspecting it. "It's nearly dusk." He holstered the gun squinting at the sun. "We'll move out in a few hours."

"What about Lilly?" Martinez said coldly.

The Governor's whole body changed as he looked at Martinez. "What about her?"

"You said she's…" He rolled his eyes uncomfortably. "She's there. Should we warn her or…"

The Governor's eye widened like a small boy's for a moment then he smiled contented. "You're right. We should send her a warning. Where are the biters we have?"

Martinez looked at him confused then led him over to a horse trailer full of biters. The Governor stood at the door putting on a pair of black leather gloves. "Open it up but only let one out."

Martinez complied, letting one scrawny blonde female walker out while beating the other ones back with his baseball bat he kept strapped on his back.

The walker lumbered towards the Governor with its arms out. He punched it in what was left of its face knocking it to the ground. He straddled it pinning its arms down with his knee. He held a gloved hand over its mouth and pulled out his knife.

Martinez watched with some mixed of curiosity and horror what the Governor began gauging into the walker's forehead as he closed the door on the horse trailer.

The Governor leaning back sitting on the walker's body his arms at his sides. "What do you think?"

Martinez winced as he looked at the word 'traitor' carved into the walker's thrashing head. "That wasn't really what I had in mind." Martinez said uneasy.

The same boyish innocent look came over the Governor's face as he looked up at Martinez "No?" In an instant the expression changed becoming terrifying and calm. "Then maybe it's a message for both of you." He said coldly before punching the walker again and getting up.

* * *

**A/N: First thank you so much for all the positive feedback! Secondly while I hate to pull an AMC and build up to lots of action and then do a bunch of character development instead it's due to A) writing multi POV is hard B) the Governor is a brilliantly complex character and I wanted to get him in here as soon as I could. C) I try not to write unbearably long chapters so what was originally one chapter is sometimes split up into three or four. As always thanks for reading. **


	6. Chapter 6

**Daryl**

Daryl was sitting in his cell sharpening his hunting knife with a stone.

"Can't sleep?" Carol said as she walked into his cell. She looked softer now that her hair was growing in and curling around her face. At the same time she'd never been stronger. Out of everyone here it seemed she'd changed the most.

"Nah, I'd be surprised if anyone could." He glanced up at her.

"I just finally got Judith to sleep." She said with a yawn leaning against the far wall.

Daryl thought about when he watched Carol and Beth with Judith. He couldn't help but compare it to his own upbringing. Even when everything hadn't gone to shit his parents didn't give a fuck about him. The world may have ended, but they all loved that little girl more than life itself especially Carol. It warmed and broken his heart watching her with the baby. It made him start thinking about Sophia, and all the little Dixons he'd never have. He pushed those thoughts out of his mind. He'd be a shitty father anyway. "Rick told you about the biter?"

"Yeah he did." She said rubbing her face. "I knew it was coming eventually but… do you think he just meant the Woodbury people in general or…" Her eyes met his. "Lilly." She said biting her lips with a nod. "The girl isn't short on admirers that's for certain."

Daryl stopped sharpening his knife. "What?"

"Huh?" Carol looked over at him shocked that he'd heard her. "I didn't mean-I. Just forget it I… I'm just tired." She turned her head away.

Daryl was silent. He thought back to what Lilly had said earlier. He wanted to ask Carol about it, but saying 'Lilly thinks you have the hots for me' didn't seem like a smart move. He shuddered at the idea of getting into another situation like when he tried to ask Lilly about if her baby was Merle's. Dammit why the fuck were women so…hard. Talking to them was like playing with a rubix cube half the time. That was always Merle's area of expertise. Daryl was always the awkward kid brother who couldn't seem to put two words together.

He decided to change the subject hoping to make things easier on himself. "You're really good with her-Judith I mean."

Carol smiled a little. "Comes from experience I guess."

Daryl winced he didn't mean to make Carol think about Sophia. Another silence passed and he tried to think of something to say.

"She said her first word last week." Carol started he guessed since she knew he was hopeless.

"Really?" Daryl said with a smile.

"'Mama' Thing is we've all been telling her 'Dada'" Her smile faded a bit. "She said it to me… she called me mama. Rick walked out and we couldn't find him for a while... He was there to see it at least though." Carol looked uncomfortable standing there so Daryl slapped the side of the bunk next to him. Carol sat down and sighed into her hands then looked at him with a small smile. "It should have been a happy moment for him instead it just reminded him of Lori."

Daryl wanted to hug her, but he didn't know if she'd be completely comfortable with it so he just rubbed her back a little.

"It can't always be like this. All the good moments in life reminding us of the bad."

"It won't" He said simply.

She looked at him. Her eyes sparkled wet along with her ear studs in the light. "It means a lot that you stayed even after… it means a lot."

"I don't know how ya'll would survive without me."

Carol smiled. Daryl leaned his head on hers and she rest her head on his shoulder. Out of the corner of his eye he saw a bright light coming from outside. "What the hell?"

"We're under attack!" They both heard Michonne yelled as she dragged her katana handle along the bars. "Wake up! we're under attack!"

Both Carol and Daryl jumped up and ran out of the cell. Michonne nearly ran into Daryl

"It's started. The fire walkers, he's using them." She said stopping in front of them.

"Jesus." Carol said breathless.

"What's the plan?" Daryl said walking back into his cell to equip his weapons.

"Lilly said she's going to meet you at the front gate to slow them down. Carol, you, Carl Hershel, and Beth gut the walker from before and spread it on anyone who can't fight and meet us down near the tombs."

"Lilly? The bitch is pregnant. She can't be on the front lines." Daryl said spinning around.

"Then_ you_ tell her that. I've got to find Rick we don't have much time." Michonne ran off as Daryl exited his cell. Story of their lives, never much time.

"I've got to get to Hershel then Judith." Carol was about to run in the opposite direction.

"Carol!" Daryl said stopping her holding her by the arm. He looked Carol in the eyes that stared back at him in the same soft wonder they always had. He tried to think of something to say, but he couldn't. Words took time and there was never enough time. There was no tomorrow, there was no later, he found that out the hard way with Merle. He grabbed her head and kissed her. She was rigid at first then her hands shakily touched his face as she kissed him back.

He pulled away still holding her head close and looking her in the eyes that were wet. "You can slap me later if we live through this."

"Don't go dying then." She kissed him back with a soft nervous laugh.

He looked at her one last time holding her close wanting to stay in that moment for the rest of his life. There was never enough time.

"Go." She said softly pushing her hands against his chest.

She ran toward Hershel's cell, while he bolted down the stairs and outside towards his bike.


	7. Chapter 7

**Disclaimer: I own nothing to do with the walking dead video game, comic, etc,**

**Side Note: Phew! Sorry for the delay in updating gang. **

* * *

**Lilly**

Lilly stopped for a moment holding the outside wall of the prison. She felt a fluttering in her stomach but pushed any concern of what that meant out of her mind. She hoisted the quiver of arrow over her shoulder along with her bow. She pulled out her M-9 checking to see if it was ready then she felt for the two extra cartridges in her sweat shirt. If all else failed there was always bullets. She tightened he holster with her machete to her calf. And stab, there was always that.

"Woman are you out your goddamn mind?!" She heard Daryl yell as he drove up to her.

"Good." She said winded. "You're here I really didn't want to run all that way."

"You're not goin' out there!" He yelled bringing the chopper to a stop in front of her. "You're-"

"The only one besides you who can fire an arrow. A gun shot will just bring more. Believe me this is not where I want to be." She said stretching her back that ached like hell.

"We'll go." Sasha said as she ran up followed by Tyreese. "Rick sent us. We still have the silencers from Woodbury."

Lilly's head darted back and forth between them. "Alright fine but whatever you do hurry. It won't be long til the real trouble shows up."

"Get on." Daryl said to Sasha who kissed Tyreese.

"Meet us at the front gate." Sasha hopped onto the bike and it took off.

Tyreese watched it go uneasy before turning back to Lilly

"Remember aim for the head."

"Dammit I know!" Tyreese said annoyed as he ran off.

**Rick**

Rick carefully led the group elderly people and children with Carl at his side through the tombs. Maggie and Glenn in full riot gear brought up the rear.

"I should stay and fight." Carl grumbled holding his gun at the level of his face with his flashlight.

"I already explained I need you to look after these people if we lose the prison." Rick whispered back holding his pistol and flashlight in the same way.

"Of course we'll lose it. We're running away." Carl hissed.

"These people can't help win in a fire fight we have to get them out of here." Rick whispered as closer to Carl as he could so the Woodbury people and co couldn't hear.

"That's why you shouldn't have brought them here!" Carl shot back.

"Hey," Rick said coming to a dead stop. "You don't get to just decide who lives and who dies. That's not how we do things."

"Why not? maybe if we did mom would still be alive." Carl stopped and looked at him.

"Because that is the only thing separating us from being like the people that killed mom." Rick bent down to look at Carl who jerked his head away.

"I need to trust you can take orders for the sake of the group. You didn't guard the cell when I asked you to, but I need you to follow orders now." Carl grunted and sniffed annoyed. Rick couldn't tell because of the darkness if he was crying or not. "I know it hurts but you can't change what's happened. You have to stay a good man for her sake."

Carl wiped his face and nodded.

"Walker!" An old dark hair lady yelled pointing at the two stumbling towards them. Rick pulled a hammer out of his belt and smashed the first one's head in while Carl shot the second.

"Are there more down here?" Karen asked.

"Just keep moving we're almost out." Carl said.

**Daryl**

"Shit there's dozens." He said firing yet another arrow into the head of another flaming walker. The worst part was that the ones that made it to the fence stayed there even if they shot them they were still on fire on the ground.

"It doesn't look like there are any more coming though." Sasha yelled as she fired.

Tyreese kept shooting even though his aim was off. The whole front was litter with small walker bonfires. "I'm surprised we haven't seen-" He didn't have time to finish what he was saying before a huge truck came barreling towards, not through the front gate but directly where Sasha and Tyreese were standing. They both dove out of the way. Tyreese cleared the fence as the whole side fell; Sasha wasn't so lucky. The whole right side of the fence came down crushing her as the truck drove over it.

Tyreese screamed out her name trying to run to her but another truck with a horse trailer attached and a hail of gun fire blocked his way.

Daryl was on the other side he didn't bother to run to Sasha. He'd seen the whole thing, there was no point. He ran to his bike and drove after the first truck waiving past the gun fire. He aimed an arrow through the passenger side window of the truck and fired killing the son of a bitch who was driving the thing. The truck crashed into another part of the fence. Daryl made a U turn and headed back to the other truck with the horse trailer. It came to a stop. Two men jumped out the back and ran towards the horse trailer. Daryl got close enough to shoot one, but not the other that ran to the other side. Daryl didn't need to guess what was in the horse trailer; he already knew.

"Tyreese shoot 'em hurry! They brought walkers!"

Tyreese was too busy still trying to get the fence off of Sasha's body to care. Daryl drove around the truck just in time for the second guy covered in viscera opening the horse trailer door. The biters started stumbling out. The second guy pulled out a grill lighter and lit two of the biters before running.

Daryl cursed and drove up to Tyreese. "Get on!" he yelled Tyreese took one last look at Sasha who stared up blankly the fence squeezing into her features. Tyreese climbed on the bike. The second guy was running back to the truck as Daryl drove past and Tyreese shot him in the head.

The gate to the inner fence opened as Daryl drove inside just ahead of the walkers. Lilly stood on top of a truck her bow in hand shooting over the fence.

**Lilly**

Lilly stood atop the truck plucking off as many of the flaming walkers as she could with her bow and arrow. Her aim was still so-so and it was taking her longer than she liked. Luckily Daryl and Tyreese were helping her pick them off well before they were getting to the inner gate. When there were only two left Lilly paused.

"This isn't right," She yelled to Daryl and Tyreese. "There should have been more men."

"It was enough to kill Sasha!" Tyreese screamed.

Lilly tried not to roll her eyes. She turned to Daryl who shot the last two fire walkers. "How many did you say there were?"

"Picked off two Tyreese got the one that let the walkers out, didn't see anymore." Daryl said running over to her.

"Either of them the Governor?"

Daryl looked anxious and annoyed. "No."

Lilly paused again then her face suddenly changed. "We have to get back inside" she said softly. "This wasn't a battle this was a distraction."


	8. Chapter 8

**Rick**

Rick looked outside of the collapsed prison wall as far he could tell it as clear. The night was quiet and still. Carl, Beth, Hershel, Maggie and Michonne started out followed by the others gradually making their way outside when they saw it was safe. Rick and Glenn stayed by the entrance to make sure everyone got out. Last was Carol and Judith.

Carol carefully adjusted the blanket covered in gloo away from Judith's face. Judith grabbed Carol's shirt her large blue eyes looking around with a mixture of wonder and annoyance. Carol looked worried up at Rick. He swallowed hard then nodded for her to go.

They decided to meet at the main road about half a mile away. It wasn't safe, it was out in the open, but it was easy enough to find if they were separated. Rick kept a watchful eye on the trees. He squinted and thought he saw what looked like a walker coming towards them until he realized it was moving too fast. "Everybody get down!" He yelled just as the whole group as was swarmed by gun fire. Rick shot back at what he could see in the night, but they had clearly got the jump on them. "Back inside now!" He waved Carol and Judith back inside. Michonne, Carl, and the others ducked behind trees to escape the fire.

Glenn ran out to help protect the others Rick called out to him. He ran out after him trying to give the others enough cover to get away. One bullet grazed the side of his head. He fell down near a tree Hershel was propped up against. Hershel pulled a gun out that was attached to his stump and fired toward one of the men shooting at them. The shot connected though Rick couldn't tell if Hershel had killed him or not.

Rick saw a group of men still firing at them make their way inside the prison.

"Ya hit?" Hershel said still eyeing the area for moving targets.

"I'm alright." Rick breathed still on the ground.

"We need to give them enough cover for Maggie, Beth and the others to get to the road." Hershel said down to Rick moving around the tree.

Michonne crept up beside them. "How many?" she whispered.

"Can't tell." Rick said dazed and a little panicked. "Carol and Judith are still inside."

"Okay, Rick take the others and get to the road I'll go back inside."

"I saw at least ten maybe more." Hershel said. "You can't take on that many."

"Hershel's right it's suicide." Rick said to her as he staggered to his feet.

"Lilly, Daryl, Tyreese are still inside." Michonne said quickly "and Judith and Carol. You're wounded Rick."

Hershel looked at them both uneasy. He nodded. "I'll cover you both."

"You can't stay here." Rick didn't like the thought of leaving Hershel to fend for himself.

"I need you to keep my family safe Rick." Hershel said looking him in the eye. There wasn't time to argue. Rick only nodded then quickly made his way in the direction of the others while Michonne headed for the prison.

**Lilly**

Lilly entered cell block C and found it was completely empty. Her head spun around as she heard a series of popping sounds coming from the tombs. Daryl and Tyreese both froze along with her.

"What now?" Tyreese said.

Lilly's eyes squeezed shut. "Focus on staying alive and getting out of here."

"So we're just running?!" Daryl said pissed off. "What about the others?"

"Listen this battle was lost before it even began. We have to regroup and plan our next move." Lilly glared at him then her face softened. "But we can't do that if we're dead."

Tyreese turned his head down.

Lilly walked over to him. "Grieve later. Right now we have to get out of here."

"The front's blocked by walkers." He said his voice breaking a bit before he regained his composure. "The bonfires are just attracting more."

"The tombs then," Lilly said. "It's the only way out and it's built like a maze it might give us some time to get out." She paused. "We might be able to help the others if they didn't make it out, but don't spend time looking for them. The main goal is to get out of here."

"a'right" Daryl said loading another arrow in his crossbow. "Let's move."

**Hershel**

It had become quite outside. Hershel saw a hefty man with a gun behind a tree. He aimed his gun, but didn't pull the trigger when he felt a gun barrel at the base of his neck.

"Take it easy old man. I'm not going to shoot ya." Martinez whispered.

"Not the impression I got son." Hershel said holding up his hands. Martinez slammed the butt of the gun against his neck knocking him out.

**Daryl **

Daryl, Lilly and Tyreese made their way down the corridor the others had taken that opened up to the cantina.

"Sh" Daryl held up his hand. They all heard footsteps and scattered. Tyreese and Daryl running into an office. Since Lilly was further ahead she ran through a door on the other side that led downstairs to the basement generators.

Ten men filled the cantina. One man or boy rather, not even eighteen, with a scar running along his neck seemed to be in charge. "Spread out, shoot anyone you find alive or dead."

Daryl peeked through the door counting the men.

"How many?" Tyreese asked crouching next to him.

"Too many," He scanned the group. "Still don't see the Governor." Daryl looked at the office. He spied a window to the side yard. He crept over to the window and opened it. "We can sneak out this way get to the yard and jump the fence."

"What about Lilly?" Tyreese said.

"She's a big girl," Daryl opened the window. "She can handle herself."

Tyreese crept over by the window. "Daryl she's pregnant!" He said in a harsh whisper.

Daryl looked at him for a second. He wanted to find Carol and the others. He wanted to find out if Judith was still alive. Lilly was right they were fighting blind by staying there. He punched the window sill. "Dammit!" He closed the window and the two of them crept over to the door. "There's ten, more might be coming. You got enough ammo?"

"Enough for this." Tyreese said softly cocking his gun.

Merle wouldn't be caught dead doing this hero shit. "On three." Daryl said as they got on either side of the door. _"Ladies and Gents Daryl Dixon saving the goddamn day… again." _

"one… two…"

**Carol **

Carol had run down into the basement storage lockers holding little Judith in her arms. In the distance she could her boot steps coming down the corridors. She didn't know the basement as well as the rest of the prison and she cursed when she came to a locker room and she wasn't sure which way would led her out or right to the soldiers. Judith had been wailing when the gunfire had gone off outside, now she was just whimpering but still making enough noise to give both of them away. Carol turned around twice trying to think of any place to keep her safe. The lockers weren't big enough for them both to hide in but they were big enough to give Judith protection.

Carol made a snap decision patting Judith trying to sooth her, while wanting to break down and cry herself. She opened one of the lockers and gently placed Judith inside. "There, there I'll be right here Sweet pea."

Judith in her little blanket reached her arms up pinching at the air for Carol. "ma"

"It's okay." She whispered stroking the little girl's head. She slowly closed the locker door but not the whole way, and to her surprise Judith was still.

Carol swallowed down her fear and panic and pulled out the handgun she'd had in tucked near the small of her back. She held the gun ready to kill anyone who came through the door they'd just gone through. She turned around when she heard a noise from the door at the back of the lockers. She crouched down quietly cocking the gun. She crept behind the lockers then stood up moving toward whoever or whatever was behind them.

Everything was still as she slowly walked over behind the second set of lockers. A walker turned around and lunged at her. She reached in an instant shooting it in the head. She breathed heavily and shakily the adrenaline coursing through her.

"Nice shot." a soft calm voice said behind her.

She spun around to see the Governor holding a gun aimed at her head. He smiled at her and fired.

**The Governor**

The woman's head flung backwards and her body fell in a heap on the concrete floor. He looked at her for a moment taking in the look of utter surprise still frozen on her face. He looked up his eye widened with curiosity as he heard the distinct sound of a little girl crying.

He slowly walked over to the lockers then leisurely opened the locker door with his gloved index finger. He looked down at Judith tilting his head to the side like a parrot. She was screaming in her pink flower shirt her face red with tears chewing on her hands.

"Aw shhh shhhh…" The Governor said with a tender smile gently touching the child's soft brown hair. "You come any closer," He said louder to the person in the doorway. "and I'll blow her little brains out." He held the gun aimed at Judith before glancing at Lilly.

"Hello lover." Lilly said in a low cold tone her M-9 pointed at the Governor's head.

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**A/N: dum dum DUM! :) thax for reading**


	9. Chapter 9

**Lilly**

Lilly saw Carol lying motionless on the floor out of the corner of her eye. Carol's face stared into space her head pooled in blood. Lilly's jaw tightened.

"_Good work Caul, you got here just after the nick of time, like you always do." _

The Governor looked more weather beaten than she remembered. The life outside Woodbury's walls had given him a touch more grey, but the eye patch and all the black still made him look the part of a super villain or a grim reaper.

"Lilly you're…" He said eyeing her up and down with a small smirk. "glowin'." Her purred out in his southern brogue.

"How sweet of you to notice." She was still in her grey sweat shirt and jeans, bow across her chest machete strapped to her calf. At least she wasn't in the white nightie like in her nightmares. She was livid about Carol too much to be afraid but some part of her still was, both for herself and the two children he could easily kill. "You don't seem too surprised about my bun in the oven."

"Why would I? I'm the baker."

Lilly's eyes widened unnerved.

"Nothing?" His one good eye opened wide in mock surprise. "Really Lilly, you used to have a better sense of humor." He looked up pretending to think for a moment. "Wait no, no you never really did." He was too calm, too collected. He was going to gun down a baby and he was treating it like he was changing a tire. Either he had something up his sleeve or he really had completely gone off the deep end. Lilly wasn't too thrilled about either choice.

"Dr. Stevens…" Lilly said under her breath.

"A'Course. Told me the morning of the attack that you were in a delicate condition. You didn't think I made you stay home just to punish you, did you?" He tilted his head down his brows raised like he was addressing a child. "I know how much you love a good blood bath but really it was for your own good darlin'."

The way he said that made Lilly's blood turn cold. _'I know how much you love a good blood bath' _like she was somehow as sick and twisted as he was. "I'm touched," she hissed "considering what became of your 'army' I'm elated actually."

"Oh spare me" He said with a laugh. "You wanted to kill 'em for years."

"But I didn't" She could feel herself starting to lose her cool and that was the last thing she needed. "Instead they were shot in the back by someone they trusted."

"I know the feeling." He said with a pained but calm voice.

Lilly drew in a breath. He looked at her so calm and kind it was almost surreal that he could do it with a gun in his hand ready to kill Judith.

"Why are you here Lilly?" He asked softly. "You don't really think you belong here do you?"

That struck a nerve. Lilly _didn't_ think she belonged there. How could she? Before she came there she had been the one begging the Governor to let her slip in with a few men to clean out the place, before (as predicted) things got ugly. But she _knew_ she didn't belong in the Governor's Woodbury. The mass murder hiding behind the suburban veneer was easier to swallow when she had her gang of lost boys but now that was all gone; she had a life to protect whether she wanted to or not.

"Put the gun down." Lilly said coldly.

"Are you really going to kill the father of your child, Lilly?" He said with a small smile in a low soothing voice. "You know where you belong."

"I'm not asking again." Lilly glared at him.

"Neither am I." He said louder cocking the gun held just above Judith's head.

All Lilly could hear was Judith's cries. The sight of that gun over her as well as the knowledge of what she was about to do made her feel weak. "Fine, if that's the way you want to play this Philip..."

"Oh Lilly stop being so dram-" The Governor stopped midsentence as Lilly aimed the gun at her own head.

"Seven months. She's old enough to feel pain, but even if you had an incubator if I die now so does she." Lilly spoke calmly and evenly as she held the gun steady to her temple. "Our little girl… your little girl."

The Governor held up his hand appeasing to her. "Okay… okay, just calm down."

"I am calm, Philip. Put the gun down." She said in a slow cold tone.

The Governor's pistol hung by the trigger guard on his thumb. "Com'mon Lilly. This isn't you. Just look at what they've done to you." He slowly bent down lowering his gun, his eye still locked on her. "You're a survivor, a fighter, tough as nails. And now look at you, willing to lay down you're life and your baby's life for someone's little walker bait brat."

Lilly caught sight of Michonne slowly creeping silently into the room behind him her sword rising up.

Her sight went back to the Governor as the one perfect blue, perfectly cold eye stared up at her. "This isn't where you want to be."

He moved just as Michonne brought down her blade. He swung around and punched her in the face. Michonne flew into the lockers. Judith screamed louder. Lilly dove to get to the small girl. The Governor spun around and shot Lilly in the shoulder.

Lilly fell backwards her bow exploding off her body as she came crashing backwards onto the floor. She tried feebly to pick up the gun with her other hand since she couldn't move her shooting arm. A large boot came and gently moved it out of her reach.

"Tut tut tut. Now, now, hold still." The Governor was kneeling down next to her with a handkerchief pressing it into the wound to slow the bleeding. "Still so damned stubborn." He mumbled pushing some stray hairs from her ponytail out of her face.

Lilly saw Michonne lunge at him and the two of them began fighting out of her limited view on the floor. Lilly sat up as best she could and grabbed her gun. She struggled for a clear shot, but the two were moving too fast. Soon they became just blurs as the blood loss began to take effect. The gun dropped out of her hand. She could vaguely hear people coming into the room on both sides. Someone yelled 'get Judith!' before she passed out on the floor.

**Rick**

Rick sat on an abandoned car cradling his gun. He should have gone back for Judith, he should have sent Michonne with the others and gone in himself. His bent leg jiggled anxiously as his eyes stayed locked on the trees for enemies, walkers, Carol, Judith and the others. It was nearly dawn. Carl walked up to Rick.

"Dad?"

Rick was breathing heavy his breath fogging from the cold. He didn't look at him right away. Finally he glanced down at his son. He could see some hesitation in Carl's face. "We're going to need to move on soon and find shelter."

"Give it a little longer Carl."

"Dad!" Rick's head shot down to Carl.

"We'll freeze to death out here." Carl said the sunlight starting to come up and illuminate his face.

Rick knew he was right but he couldn't leave. He just couldn't if he did, that meant that he just left his daughter to die while he ran. Just then he heard some movement in the trees near the road. Carl was already at attention pointing his gun at the trees. Tyreese limped out of the brush one arm slung over Daryl the other holding Judith draped in his coat. The others all ran over to them. Beth took Judith while Maggie and Glenn helped Daryl and Tyreese get support on the cars. Rick ran over to Judith and showered her head with kisses causing her to cry.

"Will you shut that kid up!" Daryl yelled pulling away from Maggie.

Beth patted her back. "I think she's just shook up." She said meekly. "Where's Carol?"

"She died trying to save that brat!" He yelled pointing in her face.

"Hey! You don't talk to her like that." Maggie said getting in between the two of them.

"Com'mon man we've all lost people today." Tyreese said softly as he winced holding his side.

Daryl glared at him for a moment then spun around and punched the car hood he was near, denting it and nearly breaking his hand. They all stood in silence for a moment.

"What about my dad?" Maggie turned to Tyreese. "Our dad, did he come back with you?" She paused her eyes shining wet darting between Beth and Tyreese. "Did he get away?"

"We didn't see 'im." Daryl said softly.

"What about Michonne? Lilly?" Rick asked turning to both of them. "This can't really be all that's left of us."

Another silence fell over the group until finally it was Carl who spoke. "We still need to find shelter." Rick looked at him as did the others one by one. "We need to get somewhere and figure out how we're going to take back the prison."

**Lilly**

"… I'm trying! She's lost a lot of blood."

Lilly faded in and out of consciousness. She could hear the murmurs of two people above her.

"…I don't know if…" a voice said. Hershel? She thought so, but it might be her imagination.

Lilly heard the familiar click of a gun. That wasn't her imagination it was always unmistakable. She opened her eyes slightly and saw a flash of gun metal above her aimed at someone.

"If my child dies…" Lilly recognized the voice as the Governor's her hazy gaze followed the gun to an arm and an ominous silhouette.

"_Then you die."_

Those words were still fresh in Lilly's mind when she awoke, as though they'd been growled into her ear. Her shoulder sang with pain, her shooting arm in a sling. Her hands were cuffed together to a chain attached to the bunk she lay on. She didn't bother to sit up it hurt too bad. Instead she scanned her surroundings as best she could from where she was at. She was in a cell in a bunk. The barred door was hidden by a sheet that had been tacked up. She was still in the fucking prison. She lay her head back down on the pillow. They'd lost the prison and she'd been captured. She didn't want to know what other surprises were in store for her.

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**A/N: Yes the Governor killed Carol, was about to shoot a baby, and _did_ shoot a pregnant woman carrying his child. I said complex I didn't say he wasn't evil. Shout out and thax to Justagirl and Opuria, words cannot express your level of awesome :)**


	10. Chapter 10

**Disclaimer: I own nothing**

**and as always many thax for the reviews for realz though who doesn't love cliffhangers ;)**

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**Lilly**

Lilly toyed with the handcuffs and tugged on the chain a bit. It looked like he remembered the last time he left her in a bed after an injury. He wasn't taking any chances. Lilly couldn't help but smile even though it didn't help her current situation. The chain couldn't have been connected to the wall so it had to be the bunk. If it was rusty she could pop the chain off pretty easy if not she'd have to work via the cuffs. Handcuffs were easy enough to get off break a thumb little spit or blood and you're free to go. Trouble was a broken thumb was no problem when there were doctors in the world. Not only would she be down a hand, it probably would stay busted for life.

Lilly lay back and sighed. _"Decisions decisions…"_ She couldn't leave now anyway her shoulder as bad as it was, between that and her belly she might as well just tattoo easy target on her head. She inspected her shoulder as best she could. He hadn't meant to kill her, if he had he'd have called her bluff before. He was moving, she was moving and he'd still managed clip her shooting side without it being a kill shot. One eye and the son of a bitch was still the best shot she'd seen since Merle and Daryl and of course herself. He'd learned to work with his handicap which was something she'd have to keep in mind for the future.

She shivered a bit and realized she wasn't wearing her sweater. She carefully peeked under her blanket trying not to move her shooting arm too much. Her heart leap up into her throat when she realized it was a white night gown. It as cotton, worn, maternal wear at its most grizzly not like the sexy satin number of her nightmares, but enough to make her feel more anxious and exposed than she'd been before. She heard the cell door open and her head shot up.

The Governor pushed back he sheet and entered the cell holding a plate with a glass of water on it. Lilly felt herself recoil a little without thinking when he stepped in. He was clean shaven now, clean pressed black button down shirt rolled up at the elbows and plain brown trousers. Gone was the long black coat of doom, he wasn't even wearing the vest. His whole appearance was almost normal, saved for the eye patch and the gun holster. He stood there just looking at her a moment awkwardly as though he was waiting for her to say something. When she didn't, he set down the plate and reached outside the door and brought a wooden folding chair inside. He picked up the plate in one hand holding the folding chair in the other. The Governor sat down with the plate on his lap never once taking his eye off her.

Lilly suppressed her instinct to recoil again as he sat next to her. The plate had canned corn and some kind of meat she couldn't really tell which, all canned meat looked the same. He skewed a bit of food on to the fork and held it to her face. She looked at it with a mixture of confusion and amazement before she simply glowered at him.

"Not poisoned I swear." He made an awkward chuckle that quickly degraded into him clearing his throat. He put the fork back down on the plate with a frown. "I know you're angry, but you have to keep your strength up." He paused waiting for her to respond. She just continued to glare at him. He sighed and set the plate aside "If anyone has the right to be upset here it's me."

"Really? my shoulder begs to differ." She shot back.

"You forced my hand Lilly." He said with a sympathetic look as though he were concerned and disappointed in her. "You were threatenin' to kill yourself."

"You had a gun to a child."

He rolled his eyes. "I forgot that's one of your buttons." He stopped and just stared into her eyes for a moment. Half a year away from this had made her forget… just how unpleasant it could be. "Dr. Stevens said you were already two months along. You kept this from me for two months. Then you took off, and you set up shop with the people we were at war with."

"The people _you_ were at war with."

"Same difference."

Lilly exhaled trying to keep her anger in check. "Where's Doc Stevens now?"

He looked up and sighed. "Lilly…"

"She's dead, just like the rest if you didn't kill them at the prison the first time you made sure you did the second time. This isn't some little tiff we're having. People are dead. _Our_ people are dead because of you."

He sat back sizing her up shaking his head slightly. "Ya a piece of work, you know that? Since when did you decide to start puttin' on airs that you're a patron saint." He leaned close to her face. Her whole body was rigid as he spoke. "As I recall," He whispered. "those same people your cryin' for were the ones you always said were a lie?"

She looked him in the eye refusing to be intimidated by his usual tricks. "That isn't why you killed them." She hissed. "They died because they didn't act like your little puppets and do as you commanded."

"Generals kill soldiers who disobey orders."

"They weren't soldiers they were sheep whose only crime was being stupid enough to trust you."

He was still so close to her she could feel his breath on her face. His one eye scanned her face lingering for a few moments on her lips. "Once upon a time that would have been crime enough by your opinion."

Lilly was silent. His eye ticked back up to meet hers. "My, you really have changed haven't you?"

"I never had an issue with the coldblooded way we took care of our own and yes I said _we_." She paused. "But knowing you won't hesitate to use those same methods on those who trust and need you the most at a whim? That's the kind of thing that makes me question your parenting skills."

He stared at her for a long moment before he leaned back in his chair to her relief. "And I'm sure Rick and his band of misfits they'd never use our _coldblooded _methods." He rested his hands on his knees sitting in a wide stance. "That's what's gonna get them killed. How well you get to know the Sheriff hm?" He said with a wicked smile. "He know how bad you wanted to kill'em all yourself."

Lilly stared icily back. "Yes."

"Really?" He leaned forward forearms on his knees. "and they were still stupid enough to take you in? See that's the difference between me and ol' Rick I'd see someone like you for what you are, a killer. Damn good one too. I'd know better than to let someone like you anywhere near my children."

Lilly felt like a hot knife had been stabbed in her chest. She grit her teeth then spoke calmly. "Say what you want about the Sheriff. Last I checked his children were still alive."

The Governor's face completely changed. That steely cold gaze that she remembered so well was back. He calmly stood picking up the plate. He threw it against the far wall smashing it. His fists were balled and his voice was low and even. "If you're hungry later your food will be right over there." He said glancing down at her. He folded up the wooden chair and took it with him on his way out. He was still composed enough not to leave anything in her reach that she could use as a weapon.

Lilly sighed heavily the Governor's words reverberating in her head. She'd never bothered to question herself when it was just herself, but now something she used to take pride was now being thrown back in her face.

"_A killer, damn good one too."_

She winced before another person's voice came to mind. _"Don't let him in your head." _Lilly pictured Michonne's dark eyes glaring into her giving her strength.

**The Governor**

The Governor threw the wooden chair as he walked down the hall frustrated. He knew she was just saying it to get under his skin, but that had been below the belt. He wanted more than anything to take that lovely neck of hers and snap it. He leaned against the wall of the cell breathing heavy his eye closed. His eye suddenly shot open with a good way to relive this tension.

He strolled down the cell block giving small hellos along the way. In the last cell he popped his head in on two men one heavy set the other young with a scar on his neck. "Enjoying the accommodations men?"

Both men had been roughhousing and stopped and immediately stood at attention. "Yes sir." Said the heavy set one.

He chuckled. "At ease. You boys deserve it. We'll start refortifying the second fence tomorrow now that the snow's off the ground." They both nodded as he walked out and down toward cell block D and into the last cell being guarded by Shumpert.

He walked inside. Michonne knelt in the center of the bare cell her neck and arms held in place taught by three chains attached to each wall.

"_Sometimes you just have to count your blessings" _He thought to himself.

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**A/N:** ** To make it clear no matter what she's said to the prison gang about why she turned on the governor it was only partially true. Lilly does care about her baby (even though she doesn't really want to) but she still doesn't have a problem with the fact that the governor is a ruthless killer (she's pretty much one herself.) Her issue is the fact that he's an _unpredictable unstable_ ruthless killer and that puts her and her baby in danger.**


	11. Chapter 11

**Michonne**

The Governor nodded to Shumpert who walked away. He pulled out a folding chair and set it in front of her. He sat down wide stance with his one leg resting on the other his hands resting on his knees. He leered at her the smiled warmly drumming his hands on his knees. "Well here we are."

He tilted his head slightly examining her, his face calm and disgusted. "I thought of nothing but this moment for nea'ly a year." He shrugged lightheartedly. "Now the moment's here and I'm so flustered I don't know where to start."

"Don't be scared if it's your first time." Michonne said smugly glaring at him.

All of the lightheartedness disappeared from him. He got up and walked over to a small surgical table outside the cell. He picked up and examined a few tools all the while whistling the same creepy lullaby she heard Lilly singing. He finally settled on a simple pair of scissors. He walked back and knelt down in front of her so close she could feel the heat from his body. He gently stroked her cheek with the back of his hand wiping away a little blood from their earlier confrontation.

"Whaddaya think?" He whispered. "Let's start small hm?" He stood up and played with her dread locks. "See if we can do somethin' 'bout this rats nest ya call hair." He grabbed a fist full and yanked up. Michonne grunted as he lifted her by her hair. He held the scissors up snipping them in the air before he loped off the dread locks in his hand by the roots. He grabbed another fistful and continued cutting until there were only a few stray tendrils left. He stood back his arms folded his head cocked to the side admiring his work.

Michonne slowly looked up at him. Her dark eyes glared up at him defiant and unafraid. She couldn't allow herself to be afraid. Fear was how he operated. She couldn't help but wonder if it had done any good, if the others had gotten to safety. She'd given Daryl and Tyreese all the time and space she could, Lilly's words about what the Governor would do to Judith and Carl ringing in her ears the whole time. She didn't know if Lilly was even alive, but Judith was and everything she endured here was something Judith and Carl wouldn't have to feel. It was a small victory, but it was the only one she really had.

She saw a flash of rage run through him. He opened up the scissors and held them by one blade and slashed Michonne across the cheek with the other. She made a small quick yell. He drove the scissors into her shoulder three times gritting his teeth almost on the verge of screaming himself. It was then she screamed out in pain.

He stumbled back dropping the scissors. He was breathing heavy looking at his hand at the deep cut his grip on the scissors had caused. He glanced at Michonne who was heaving breaths her body shaking the chains slightly. He walked over to the table and grabbed some gauze and medical tape. He started wrapping it around his hand then tore it off and walked back over to Michonne. He sloppily stuffed the gauze over the wounds and taped them on.

"Well a vast improvement I think." He panted. "Don't you worry darlin' we still have a long way to go."

**Lilly **

Time passed, but there was no way of telling how long for Lilly. There was the time when she woke up and the time when she went to sleep. She called that a day, but she had no way of really keeping track after a while she stopped trying. Every so often about two or three times a day usually when she fell asleep from sheer boredom she'd find a styrofoam plate of food left for her. She ate with her fingers. There were no utensils, not even plastic ones, nothing she could fashion a knife or pick out of. After a few days he began bringing her meals to her when she was awake. They were both silent while he spoon fed her like a fucking child. It was always him though and no one else. No one she could manipulate information from, or plant any seeds of doubt in. He really was being more careful now. Couldn't say she blamed him if she were in his position she'd do the same, but that certainly didn't help her much.

After about a week she guessed she finally did see someone else; someone she'd honestly never thought she'd see again.

Lilly heard the cell door open she looked up. "Hershel…"

The man was alive but he wasn't well. He looked pale and thin. There were a million questions she wanted to ask, about him and about the others. The worst part was knowing she wouldn't be given the chance.

Hershel Greene slowly entered the room with one crutch the Governor stood behind him and set down the same chair from before. Hershel sat in it and looked at Lilly while the Governor stood in the corner hand on the butt of his pistol.

"How are you feeling?" Hershel asked and Lilly almost laughed.

"Good for a POW." She said with a smile. "Thanks to you."

"Didn't have much choice." He looked up at her with a weary smile pulling out a stethoscope and holding it to her stomach.

Lilly laughed out of tension. He put away the stethoscope and gently pulled open the nightgown to look at the bullet wound. "No infection looks like it's healing up pretty well. How's the baby?"

"Still moving." Lilly said as Hershel took her wrist checking her pulse. "The others?" She whispered.

"My girls made it out Rick and Glenn." He paused and looked at her. "Michonne went back for Carol and Judith."

Lilly's eyes widened. "Carol's dead… I don't know about-"

The Governor cleared his throat loudly. Both Hershel and Lilly froze looking over at him. "Mind wrapping this up Dr. Greene?"

Hershel turned back to Lilly buttoning up her nightgown. "Don't try anything stupid just yet." He whispered. "The wound is healing but it ain't healed."

"Where are they keeping yo-" She stopped when the Governor walked over to them both. He looked down calmly at them as Hershel got up.

"She's doing a lot better. The baby's doing fine."

"Good to know. Thank you Dr. Greene." He said folding up the chair and giving a nod for Hershel to head back to the cell door.

Hershel looked at him for a moment then gave one last look to Lilly before heading toward the door followed by the Governor.

The Governor looked at Lilly one last time while speaking to Hershel. "I'll try to make sure she doesn't have any new bullet holes the next time you see her, but you know how difficult she can be."

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**A/N: I know super short chapter after a long wait. Finals are coming up so I really haven't had much time to write BUT I've got the next few chapters mapped out and trust me I'm not going to leave our favorite omega females (urban dictionary) on the ropes for long. As always thanks for reading.**


	12. Chapter 12

**The Governor**

Philip Blake stood out in the sunshine of his front lawn. The birds sang, children were playing across the street, as his former neighbors chatted over a barbecue grill. He saw Penny run past him. He watched her with a smile as she ran into the arms of his wife.

They were at the park jungle gym Penny ran and sat on a swing, her mother sporting a large baby belly pushed her on the swing. She motioned for Philip to come towards her to take over. He walked over and pushed Penny on the swing the wind playing in her chestnut hair. She turned looking up at him beaming like it was her birthday. He could feel the warmth of her tiny back on his fingertips as he pushed on the swing. He didn't hear her say she wanted to go higher, but he knew she did. He pushed a little harder, not much at all, but it was too hard and she fell off the swing. He ran over to her, he hadn't meant to be so rough.

She'd scraped her knee and her eyes were filling with tears. Philip kissed her head and looked at her knee that wasn't scraped now, but looked like a festering wound. How could this have happened? He was so careful; he hadn't meant to hurt her. Panic began to grip him. He looked back at his pregnant wife sitting on a bench next to a lean bodied militant looking woman with dark hair in a ponytail who was whispering something in her ear.

Philip knew exactly what she was saying. Lilly was divulging every gory detail of the things he'd done, painting him as a psychopath not as a man trying to rebuild the world. The look on Sarah's face was a look of horror and disgust as she looked at him through the swing set. He felt Penny's tiny hands tugging at his arm. He wanted to yell to Sarah it wasn't true. She just didn't understand. They didn't know what it was like to lose them. He looked down at Penny her face grey the skin rotting. She dropped back her body limp mouth open blood pouring out of the sword wound in her head. He jumped back. No one understood.

He heard his wife scream and looked as three walkers lunged at her each sinking their teeth into her skin. Lilly just slowly stepped back gun in hand willing to let this happen. He ran to his wife trying to pull her away, but it seemed like his hands couldn't grip her and she slipped out of his bloody hands. He looked at Lilly but she just stared back at him. Her dark eyes were cold and judgmental. He grabbed her by the throat pulling her to the ground strangling her. She didn't put up a fight and when he had choked the life from her he leaned back and saw she was pregnant with his child. Milton, Martinez, Shumpert, and Andrea stood staring at him like he was a murderer. No one understood.

The Governor jolted awake in the bottom bunk of the cell next to Lilly's. Officially his quarters were in the old warden's office, but from time to time he'd rest here where he could keep an eye on his favorite guest. He sat up rubbing his face. He looked at his shaking hand half expecting to see it covered with his wife's blood. He groped around for his eye patch and put it back on his head getting up. He stepped out of the cell. It was still night, but he heard someone talking from Lilly's cell. He crept over to the sheet covering the bars opening it just a bit as his one good eye peered inside.

There was no one else inside only Lilly standing the chain's length away from her bunk looking out of the barred window. "…and when little red riding hood arrived she didn't recognize the wolf because he was wearing her grandma's clothing… I always thought that was kind of a dumb move too." Lilly turned and sat back on her bunk continuing her story. "'come closer' the wolf said so red riding hood did. 'why grandma what big eyes you have' said little red riding hood. 'all the better to see you with' said the wolf. 'why grandma what big….'" Lilly paused rubbing her stomach. "This is stupid." She said softly. "I won't bore you anymore. The story ends with little red and grandma getting eaten then the huntsman, who appears nowhere else in the story, comes and saves the day." She sighed laying back on the bed still touching her stomach thoughtfully. "Once upon a time there was a girl all alone in the woods. The woods were full of monsters as you'll find out one day, and the girl was very scared. Then one day she came across a pretty town led by a tall and handsome man named…" Lilly paused for a moment. "The man said 'come to my town where you'll be safe and be happy.' But the girl had met many monsters in her travels and knew that the scariest monsters are the ones you can't see." She paused again. "Still the girl stayed in the town and for a time she was happy, until one day she realized she had become a monster herself…" Lilly stared off into space. "The town was really a town for bad things…and so the girl was happy… Soon the girl realized that one day she would have a child. 'But will my little baby be happy here too?' she thought because the girl didn't know if she'd become a monster or if she was one all along." She closed her eyes. "I think that's all for tonight if you're not sleepy I am." She kissed her hand and touched it to her belly. "Goodnight and sweet dreams." She said pulling up her blanket and turning over.

The Governor watched the scene unfold. He lightly tapped his finger against the wall beside the cell a thin evil smile on his face.

Since the moment he'd found out about Lilly and their baby his mind had been flooded with a mixture of hope, joy, and contempt. He'd pictured Andrea one day stepping into that role; strong and loving, she'd have been an excellent wife and mother. He didn't hold anything against her the way he still did for Merle, Milton and Lilly. He'd gotten most of that out of his system in the time she was in the chair meant for Michonne. She was just weak that was all. He should have kept a better eye on that snake-in-the-grass Milton. Watching this little scene though, made him realize something about Lilly. She was never going to pull the trigger. He leaned his head against the wall as he continued to watch his girl, his two little monsters fall asleep.

**Daryl**

_Woodbury log entry one_

_June_

_After all we've been through Woodbury still stands. It's become like a beacon of hope in a dark and terrible world. At its helm is Philip Blake or the Governor as history will remember him. He has led us out of darkness and has been for so many of these people as well as myself, a savior. Knowing all he's been through, having known him before and after the disaster makes me really marvel all the more at what we've built..._

Daryl sighed rolling his eyes as he thumbed through the Woodbury chronicles. "Jesus Milton. Stop sucking his dick for five seconds and tell me something I can use." He continued to thumb through the notes and journals in the apartment the group had assumed was Milton's.

"Anything?" Rick said as he walked up to Daryl.

"We picked the weapons and meds clean last time we were here. Nothing really left but clothes and personal shit."

"What's that?" Rick said pointing to the small book in Daryl's hand. Daryl handed it to him. "The Woodbury Chronicles." Rick read the title on the cover trying not to laugh.

"Milton's school girl diary. Thought it might give a few tips on what the Governor's next moves are." He adjusted his crossbow as Rick thumbed through the pages. "Lilly just told us his attack and raid strategies. If he's planning on making the prison his new Woodbury he'll probably start the same way he did before."

Rick glanced up at Daryl from the book. "That's smart."

"Nah it's just all we got." He glanced around the room they'd only seen a handful of walkers in the town, but still being here was making him edgy. "He might let his guard down long enough for us to get to Michonne, Hershel and Lilly."

Rick looked down at the book before putting it in his pocket. "You think they're alive?"

"I know they are. He shot Lilly but a man who was going to kill ten people over his walker daughter isn't going to kill the mother of his child, not til she pops anyway. He needs a doctor to look after her so Hershel will stay alive as long as she does… Don't know about Michonne."

"She ain't dead til we see a body." Rick bit back with more anger than he meant to.

Daryl's face hardened as he looked back at Rick. "Be careful what you wish for." He brushed past him. "com'mon let's go. There ain't nothin' else here."

Rick followed him out. The two walked down the street in silence toward the car where the others were standing watch. "You wanna talk about it?" Rick asked.

"Ain't nothin' to talk about. Second I see the Governor all that's gone be left of him is his fucking eye." Daryl walked up to Maggie and Glenn standing outside the car. "let me guess nothin'"

Glenn took in a breath. "There are a decent amount of vehicles left. We can hot wire them easier to stay on the move"

"Also a cheap and dirty battering ram or am I the only one who remembers we're trying to attack them and get ma dad back?"

"Maggie…" Glenn said putting a hand on her shoulder which she shrugged away before getting in the car.

Glenn slumped a bit. Daryl turned to him. "Hey man she's just worried s'alright."

"She might have a point though." Rick said walking up to them. "We're sure as hell not finding enough ammo to take them on and we lost what extra we had in the attack."

The three of them were silent for a moment. Daryl turned and hammered on the window of the car. "Tyreese, Maggie, let's go you're getting a car each." He glanced over at Beth who was rocking Judith. "You too. Glenn?"

"Yeah?"

"Com'mon I'm gonna need someone to teach these guys how to hotwire and joust with a SUV."


	13. Chapter 13

**Lilly**

"Merle!" Lilly yelled as she marched over to where Merle was chatting with two of the Governor's men near a red truck. He caught her out of the corner of his eye but pretended like he didn't see her which only enraged her more.

Lilly got in between him and the other two and punched the driver's side door denting it. "I let a lot of your shit slide, Dixon but don't you ever fucking ignore me!" Lilly hissed at Merle pointing a threatening finger in his face.

The other two men jumped back their eyes alternating between Lilly and the dent in the truck. Merle just looked at her unfazed. He glanced at the two men. "Boys tell the Governor I'll be along in a bit. Me and the little Mrs. need to have a chat." The two men scurried away before Merle brought his attention back to Lilly. "Some'in on your mind, Pussy cat?"

"Did you know about that?" Lilly said her voice low and cold. "You let him alone with her."

"_Let_ ain't exactly the word I'd use." He scowled. "As a last resort if it came to that. I think that's how you put it." He looked at her with a bitter glare. "Well it did. Chinaman wouldn't talk so the Governor decided to sweet talk his girlfriend for a bit."

"That is not how we do things!" Lilly bit out.

"Who the fuck do you think we are Lilly?!" Merle yelled in her face out of nowhere. "We're the Governor's cloak and dagger boys or did you forget that?"

"That's right we take care of the heavy lifting around here but we don't do it for fun. We're doing it to stay alive!"

Merle looked around with a bitter smile on his face. "You think that matters to the people we take care of huh? That we're not enjoying it. You think all those men whose skulls the Governor bashed in, hell the ones we helped smash in ourselves, gave a damn if we were having a good time doing it?"

Lilly was silent while she just looked at him. "I wasn't talking about killing Merle…" She said softly.

Merle looked back at her a mixture pain and something else on his face. "My brother's alive. Him and the Atlanta group. They took the prison"

Lilly looked at him wide eyed. "The pri-"

Merle said looking away with a smile. "He's one tough son of a bitch, my baby brother."

"Merle!" Martinez called to him waving his arm. "Governor wants to see you now!"

Merle looked at him then looked back at Lilly cocking his head with a smile. "Duty calls." He turned and began to walk toward Martinez.

"Merle wait." Lilly said. She wanted to tell him not to go, to run now while he still had the chance. While he still had a brother. His brother was still alive and they had just beaten and raped some of his people, and Merle was the lieutenant to the man that ordered it. This was a mess that was well on its way to becoming a bloodbath.

"Yeah?" Merle turned to Lilly.

Lilly thought of the million thoughts rushing through her head, but none of them came out. She shook her head and gave a small wave. "Nothing." It wasn't that she couldn't think of anything to say. It was the fact that whatever side Merle would have to choose she already knew which one she'd have to fight on. She didn't have a brother looking for her.

Lilly watched Merle give a small annoyed shrug then walk with Martinez toward the Governor's apartment. She'd made peace long ago with the fact that there would always be a day when she had to kill the people she'd gotten close to, she just didn't think she'd have to do it while they were still alive. She turned on her heel and punched the car door again before walking back to her room.

* * *

Lilly's head jerked toward the cell door when she heard it open. The Governor walked in holding a bucket of water with a rag. He closed the door locking it behind him then turned back to Lilly. Lilly who was still sitting on the bed looked at the bucket then at the Governor. "You're not fucking serious…"

He looked up at the ceiling with a labored sigh. "Listen I realize bathin' might be a new experience for you in this place-"

"Any part of you touches any part of me, you ain't getting that part back." It wasn't bad enough that he degraded her by spoon feeding her, isolating her, kept her chained to a bed and now this?

He glared back at her unimpressed. "There is the easy way about this or the way with chloroform." His voice changed becoming low and threatening. "but it's happening one way or the other."

Lilly glared at him before standing up.

The Governor's body relaxed as he walked over to her.

Lilly stood rigid as he slowly set the bucket near her and put a towel down on the floor. He knelt down and reached his hands for the edge of her night gown and she jumped back. He looked up at her resting his arm on one bent knee. "May I?"

Lilly looked down at him trying to steady her breath. She bit her lips and turned her head. She felt him lifting up the gown. It couldn't come off completely though because of her handcuffs. The room suddenly felt colder as she turned and looked at him.

"You'll…" Lilly began to feel the weight of all these weeks pressing on her. "You'll have to undo my cuffs."

"No I don't think so." He said lightly with a warm smile as though he were addressing a child.

"I don't want to be stuck in a wet night gown and I can't move my arm away from my chest." She bit out staring at the floor.

He looked at her for a moment before reaching out and jerking her broken arm up in the sling. A small cry of pain escaped her despite herself when he pulled on her arm then dropped it. His eyes studied her for a moment as she panted in pain clearly satisfied with her helplessness. "Okay." He said lightly. Slowly he began to unbuckle his belt his eyes still locked with hers.

Lilly's jaw tightened and her heart jumped up in her throat. He looked at her a few moments before smiling thinly and walking over to the cell door and hanging his belt and holster. He reached into his pocket pulling out the key. He walked over and unlocked the handcuffs.

"If ya'll gettin' any ideas about some great escape just remember," He said removing the cuffs and setting them on the top bunk putting the key back in his pocket. "you're still down an arm and the door is still locked."

"And if _ya'll _get any ideas of any kind. Remember my busted arm won't be enough to save you." She glared at him as he slowly and delicately removed the gown from her body. She cradled her arm without the sling trying to cover her breasts as he folded her gown and set it near the handcuffs. She could feel his eyes on her as he took a step back regarding her.

His one eye looked wide for a moment as though he were looking at her for the first time. He bent down dipped the wash rag into the bucket and wrung it out. For a moment Lilly couldn't take her eyes off of his hands and their terrifying strong grip. His eye locked with hers and he slowly advanced toward her. He leaned close and whispered in her ear. "Don't flatter yourself."

Lilly's eyes shot over to him in a death stare her cheeks feeling flush. Lilly couldn't help but hate herself slightly. He could kill her at any moment but instead she was feeling self-conscious about her pregnant body.

He touched the rag to her back. She jumped letting out a small yelp as the cold drops of water dripped down her back.

The Governor poorly stifled a chuckle and tilted his head down.

Lilly exhaled through her gritting teeth.

"Sorry I thought it was warmer." He said softly as he ran the rag down her back.

Lilly managed to keep her composure enough not to shake on the outside, but inside she was trembling. As his hands ran slowly over her body she couldn't help but think of Maggie and what she must have went through. Part of her felt like she'd had this coming. Lilly had known the Governor long enough to know he didn't have any interest in taking anyone while they were kicking and screaming. It wasn't the pain that excited him; it was the power. It was the same kind of thrill he got from manipulating others in general, having a whole town worship him as a savior and having women worship him as gentleman. But most of all he loved making strong people feel weak; taking away any will or control they might have.

He'd done this to everyone, Maggie was just the most overt example. Merle thought he was nothing but the one to handle the dirty jobs, Andrea and Milton thought there was no life outside of Woodbury for them. Rick was nearly convinced that giving Michonne over was better than the Governor's wrath. And the way Lilly was being violated now as she stood there naked and exposed, he might just as well have pinned her down to the bunk.

"You don't think you deserve this do you?" The Governor said looking up at her as his hand rest on her stomach near her breast.

"What?" Lilly's voice was just a rasp.

His one eye stared into hers as though it could see right into her mind. "You do."

Lilly swallowed hard her whole body tense.

"We both do." He looked at her stomach for moment before bending down to the bucket, dipping the rag in and wringing it out.

He stood up behind her gently lifting her hair and touching the rag to her neck. "We're ain't the people we were supposed to be Lilly. We became what we had to become to survive." He whispered to her. "There's no shame in that."

Lilly could feel him stroking the back of her neck with the back of his hand. "I've made a lot of mistakes. All I'm askin' for is the chance to make up for them." He let her hair fall and she glanced at him. "I think we're both pretty clear where we stand on killin' one another for the sake of this baby."

Lilly couldn't help but smile. "Philip, I'd be willing to kill you for a Klondike bar."

He smiled back at her. "And yet you never did."

Lilly's smile disappeared and her shoulders tensed.

"Don't you think," He turned her head looking into her eyes sympathetically. "Our child deserves better? Is it so much to ask to live in a world where they haven't lost a mother" He paused. "...or father?"

Lilly knew he wasn't talking about himself and she squeezed her eyes shut for fear she'd cry.

He picked up the towel off the floor and began to dry her off, daintily handling her broken arm. He took the night gown from the top bunk and carefully draped it back over her. After he'd put her arm back into the sling he picked up the handcuffs. "You're a prisoner not a guest." He held her hands and wrists in his hands gently stoking them. "Don't have to be that way Lilly. You know there's a place for you here."

"Barefoot and pregnant I'm sure." She said glaring down.

He tilted her head up to look at him. "As a soldier."

Lilly's brow knit again as she looked at him.

The Governor smiled again that calm and collected smile. "Once you're back on your feet a' course. It's where you belong." He was still gently rubbing her hands and wrists. He glanced down at them before putting the handcuffs in his pocket.

Lilly took a step back cradling her broken arm as he picked up the bucket and towel and walked to the cell door. He set down the bucket and grabbed his holster putting it back on as he spoke. "I can tell the past few weeks have bruised ya pride and for that I apologize." He unlocked the cell door and picked up the bucket turning to her one last time. "But please try and think it over." He said with a wink before leaving and locking the door behind him.

Lilly stood there for a moment rubbing her wrists. She quickly walked over to the barred window looking outside. In the side yard she saw half a dozen armed men working on the fence or rather the wall on the outermost part of the prison. He was right, this place had become a good fit for her. She looked down at her broken arm and tried to open and close her hand. It complied slowly and numbly. She looked back out the window her hand instinctively touching her stomach. The snow was off the ground; spring was here and time was running out.


	14. Chapter 14

**Michonne**

Michonne had been struggling to breathe the past few days. The Governor had duct taped her mouth to muffle her screaming between that and what felt like a collapsed lung she drifted in and out of conscious from lack of air and the pain caused by tortures she didn't think any human being could inflict upon another. Her body hung limply from the chains; naked, burned and bloody what was left it at least. She could hear the familiar clinking and clanging of metal and knew he was back.

"Bye bye baby bunting daddy's gone a…" He stopped singing. "Don't ya hate that? You get a tune stuck in your head" He twirled his finger near his temple. "then you can't get it out."

From her one good eye she saw him pull out the photo of Penny, gently kiss it and pin it on the wall where they both could see it. He hadn't taken the other eye he'd just left her with one that she could still use.

The Governor walked over to the table and picked up a wire hanger and a glass of scotch. "I thought you might be gettin' bored with the usually toys so I thought I'd switch things up a bit." He knelt down holding the hanger under nose. "I don't even know what I'm gonna do with this." He set the hanger down and lifted her head. "How ya holdin' up sweets?" The Governor paused. "that's good." He stood up taking a sip of his scotch. "She's startin' to come around." He shrugged. "I'm glad, I wasn't lookin' forward to killin' her." He grinned sheepishly. "Well ok maybe a little."

He leaned casually on the chain nearly ripping what was left of Michonne's right are out. Michonne screamed through the duct tape. The Governor back handed her. "I believe I was speakin' ya mind?"

That was all he ever did; talk incessantly. About Lilly, about Penny, and about Andrea. The things he'd said about her, what he'd done to her before and after he'd captured her turned Michonne's blood cold. More than once she'd lost her cool, but she'd learned to tune it out and simply watch and wait for him to slip up. His favorite topic lately was counting the days since Rick and the others hadn't come to her rescue.

"What are we at now hm?" He tapped his glass thoughtfully. "forty… something. Fifty ya think? Naw." He stopped resting on the chain and crouched in front of Michonne. "When we get to fifty I'll do something really special to mark the occasion." He set down the glass and brought his hands together in front of his lips thinking. "Now I remember. Forty-three days and sixteen hours and still…" He shrugged looking sympathetically at her. "nothing. No great siege, not even attempt." His eye looked wide and thoughtful. "I thought, and maybe this was just me, that they were more attached to you than that." He smiled laughing lightly. "Givin' ya charmin' personality." He said gently touching the side of her face.

"Sir?" Michonne heard a man's voice from outside the cell.

The Governor scowled baring his teeth before he stood up. "Didn't I say I wasn't to be disturbed?"

"I know sir, but Martinez is back, he says it's important."

The Governor sighed looking down at Michonne. "Ain't it always the way? You get in the mood then duty calls." He took another sip of his scotch then poured the rest on Michonne. "Don't wait up sweetheart." He pulled out a zippo lighter flicked it on and tossed it over his shoulder onto her. Michonne's body twisted and writhed in agony.

"Put that out at some point." The Governor said to Shumpert. He did, unfortunately he didn't see the hanger still right in from of Michonne when he did.

The Governor

The Governor strode down the hall of the cell block toward the front of prison where Martinez was waiting with someone with a hood over their head.

"This better be good." He said to Martinez

Martinez grinned. "Oh trust me it is." He pulled off the hood to reveal Daryl.

The Governor smiled as he walked toward him.

"Caught 'em lurking around. Thought you'd want to say hello."

"I'm dyin' to know, did you find your brother?" The Governor asked with a warm and friendly smile.

Daryl looked at him his expression blank, cold and unchanging.

"Martinez," The Governor said turning to him. "set 'em up next to our other guest. I want him in earshot of all the fun."

Martinez hooded Daryl and pulled him away toward cell block D.

* * *

**Yes I know short. On the upside I'll have more time to update so longer chapters and more of 'em. There's also a poll listed on my profile that is going to play a part in the story later on so check it. Many thax as always to Justagirl for review and everyone else who's been reading**


	15. Chapter 15

**Daryl**

_Woodbury Log entry 74_

_December?_

_Death toll stands at 23 since we lost Marjorie last week. Still no way of treating the fever once bitten._

_To be omitted in final draft _

_I found out why the bodies of the bitten are not seen for a proper burial. Philip has been saving the heads, though for what purpose I shutter to think. He argued that with the gunshots to the heads mutilate the faces too badly for funeral services. It would only serve to disturb the loved ones. Everything can be put to use even biters he'll say. I understand my uses for them, but I don't understand his. I'm also beginning to suspect the raids and why Philip insists on going on each one._

Daryl closed the book when he saw Rick walking up to the car. He sat up in the back seat and opened the backdoor so he could talk to Rick.

Rick leaned on the door. The past month looked like it had aged him more than the past six. "Running low on food… again."

"No sign of Morgan?" Daryl asked stuffing the book in his back pocket.

"No and it looks like they or somebody else cleaned him out." Rick looked out into the setting sun. "What we got is what we got." Rick looked down at his shoes. "Daryl… we don't know if any of them are still alive. We've been wasting all this time looking for ammo or something real to fight them with, but-"

"You think if it was you Carl would just move on?" Daryl said looking at Maggie huddled with Glenn and the others around the fire. Daryl turned back to Rick. "This plan is the only one we've got."

"Yeah, but I don't see why it's gotta be you." Rick hit the door slightly with frustration. "I need someone to help protect this group!"

"What do think I'm doing?" Daryl said standing up. "Sides this all goes south you still got Tyreese and we'll still get the Governor"

Rick rubbed his face. "That's why I think it should be someone else. I just don't know if your mind is thinking clear on this. Since-"

"Since what?" Daryl glared at him. "Since he killed my brother and let him turn, since he gunned down a woman with a goddamned baby? Since he ran us out of house and home and forced us to live in the damn woods nea'ly all winter? I mean who is it going to be huh? Glenn? You? Maybe Maggie's up for it."

Rick grit his teeth. "That was out of line."

"This is all we got Rick," Daryl pulled out the journal waving it around before handing it to Rick. "We know how he operates now, but we still only got one shot at this."

"We know how _Milton_ thought he operated. It might not be much of a shot."

"That's why it's gotta be me." Daryl said with a shrug. "If this goes south you'll still be able to get to Michonne, Hershel, and Lilly."

"What about you?"

"I'll give Merle a kiss for you when I see 'em" Daryl said emotionless. Before Rick could say another word Daryl walked over to the others near the fire.

* * *

**Lilly**

Lilly was shadowboxing as best she could with one arm. She tried a few kicks but didn't want to strain herself for fear of the baby. The baby, the governor's child and hers; she could have broken out of here by now if it wasn't for the stupid kid. Lilly stopped and panted. That baby was also the only reason she was still alive right now. It was bad enough that she was a prisoner she was a prisoner hiding behind a child. Even worse was the realization that she _had _changed, she had gone soft. All of the things she'd done to stay alive began to haunt her now. Good and bad, right and wrong were starting to become real again. The thought that really scared her though was the idea that maybe this world hadn't affected her at all, maybe she was always a killer, just like the Governor was always a psychopath underneath it all. What chance would the baby have then?

"_We're not the people we were supposed to be Lilly. We became what we had to become to survive. There's no shame in that." _Lilly could hear the Governor whispering again in her ear. Absolving of all she'd done. It was just survival.

Lilly grit her teeth and began punching the air again. "Don't let him get in your head." She repeated Michonne's words to herself.

Michonne was the last person Lilly wanted to think about. Some part of her knew what she'd been dreading was true. Michonne was there in the prison somewhere facing horrors she couldn't allow herself to imagine. When she thought about it, she could feel herself losing control, forgetting any kind of reason she had but the desire to kill him for all that he'd done, all that he would do.

Lilly stopped for a moment then ran over to the bunk and began punching the pillow. Sweat poured from her face and knew she was letting her emotions get the better of her, pushing herself harder than she should. Lilly sunk her nails deep into the pillow clinching her jaw. She couldn't afford to be careless. She heard footsteps coming down the hall.

Lilly sat down wiping the sweat off her brow with the blanket when the Governor walked in holding some clothes. He shut and locked the cell door behind him and walked over to the bunks.

"Stretchin' your legs?" He said warmly with a smile. "Here I brought some fresh clothes." He set the clothes on the top bunk. Lilly watched like a hawk but said nothing.

"I'm still the devil incarnate I take it?" He leaned on the side of the bunk and shrugged. "Never stopped you from joining up before. A wolf in sheep's clothing I think you called me." He smiled down at her.

"Didn't have anything to lose then." Lilly said locking eyes with him.

He sighed walking over to the window and peering out.

"You're men are quite impressive." Lilly said evenly.

"No _your _men are quite impressive." He said turning to her. "They could use someone like you, to lead them, to train them." He leaned on the wall beside the window staring at her. "It's what you always wanted isn't it?"

"So you did all this for lil ol' me? How sweet." Lilly said with a smile in an instant it disappeared and her usual glare returned.

"You know why I did this." He said with a blank expression that chilled Lilly to her core. It wasn't cruel or malicious, there was just nothing there.

Lilly looked down. "She was dead already."

"I know." He said softly. Lilly's head shot up to look at him her brow knit.

The Governor went back to looking out the window. "What died that day wasn't just the shell that used to be my daughter. It was the last part of who I was before all this."

"You said you wanted a second chance," Lilly said walking over to the window at the men lining up for training. "For what?"

The Governor looked down at her, but she continued to stare out the window. "To find out if there is anything left of the man I was before."

Lilly smiled. "You were still a wolf in sheep's clothing," She looked up at him. "Just with less power."

He frowned glaring at her. "I'm sorry to hear that." He began to walk toward the cell door before Lilly's words stopped him.

"I never said I had a problem with that."

The Governor turned to look back at her.

Lilly smiled again glancing out the window. "Looks like your boys are about to start training. I'd like to see what they know, if I may," She looked the Governor in the eye. "...Sir."


	16. Chapter 16

Rick

Rick hammered another board on the tree branch. A few more and it would be large enough for Tyreese Carl or himself to sit and wait for the Governor and his men. He spotted a walker wandering near the tree. He drew in a breath and was about to hop down and kill it.

"I got it Dad." Carl said softly sitting on the boards in the tree across from Rick.

Carl carefully aimed his gun and silencer at the walker and fired. Rick smiled and gave a nod. Carl just looked at him then went back to work.

Things had become strained what with the group splitting up for Daryl's suicide mission, Carol's death, Lilly, Michonne, and Hershel taken. Beth had stayed with Tyreese, Carl and Rick near their camp site, while Maggie and Glenn got in place to take the prison. Beth was really the only person he seemed to talk to anymore _and _she was the only person Judith responded to since what happened at the prison. In the blink of an eye both of his children had become estranged from him, and he was still too unhinged to do anything about it.

Rick gave his head a small shake and was about to begin hammering again when he heard something else moving in the brush. "Carl!" he whispered.

Carl aimed his gun toward whatever was moving in the brush. Out stepped a deer, a small undernourished doe. Carl lower his gun looking at the doe as it tentatively walked near the trees. Rick smiled watching Carl and the doe. Then Carl raised his gun and shot the doe in the head.

Rick was stunned as he watched Carl climb down and examine the deer. "Carl… why did you kill it?"

Carl looked up at Rick his face blank and calm. "Now we have dinner." He said with a shrug picking up the carcass and taking it back to the camp site.

Lilly

Lilly struggled to get her sweatshirt on. Her sweat pants had been cake, but she was struggling to pull her sweatshirt on with her right arm hanging painfully and uselessly at her side. After a few more grunts and curses she heard the Governor knock on the cell door outside.

"Need some help?" he asked gingerly.

"No." She barked. When she realized she's spent the past four minutes trying to get her head and shoulders in the hood hole she relented. She threw the sweater down on the floor and drew in a breath. "…yes."

Lilly covered her breasts with her good arm as the Governor walked in with a spring in his step that she really didn't care for.

He knelt down picking up the sweater. The Governor glanced up at her with that cheeky glint in his eye, like he used to before everything went to hell. "Are you familiar with the phrase pride goes before destruction?"

He stood up and started whistling as he determined which end to stick over Lilly's head.

"Are you familiar with the term schadenfreude?" Lilly said dryly as he put the sweater over her head. She quickly popped her head out of the hood feeling a momentary panic having the sweatshirt over her head. She quickly put her left arm through the sleeve.

He stopped whistling as he gently took her right arm and carefully pulled it through the sleeve. "You think I enjoy this?"

Lilly winced and helped her right arm through the sleeve with her left and cradling it once it was done. "I think you get off on power." She said calmly looking him in the eye for a moment.

He studied her for a moment then looked at the ceiling as though pondering what she said. "Can you think of anyone who donn't enjoy power when they get it, really?" The Governor looked back down at her. "'ccept you, of course. You never _enjoyed_ leadin' your men during the raids." He gave her a knowing look.

Lilly scowled turning her head while the Governor softly chuckled.

The Governor was silent while he helped her arm back into the sling. He took a lock of her hair twisting it in his fingers studying it for a moment. "I meant what I said, you know." He said softly.

Lilly's breath caught in her throat.

His lone blue eye ticked up to meet hers. "You really do glow." He swept her hair back running his fingers through it pulling it into a ponytail. He knelt down and tied her combat boots all the while whistling the same tune as before that Lilly finally recognized it.

She felt a chill run up and down her spine when she realized she'd been singing the same song to her child. "w-w" She began shakily before clearing throat. "What is that?"

"Pardon?" He stopped as he finished one boot and began on the second.

"That song I… I've heard it before."

The Governor looked up at her and his blue eye looked glassy for a moment. "It's… nothing." He finished tying her other boot then stood up in front of her. "It's a song my mother used to sing to me when I was little. I used to sing it to Penny when she was first born." He said softly. Without another word he walked out of the cell and Lilly followed.


	17. Chapter 17

**A/N: Everything in the story has been taking place within a day or so of Daryl getting caught.**

* * *

Lilly

The scrawny pup with a scar on his neck was better in grappling than Lilly thought he'd be given his wiry frame.

"Mooney." The Governor whispered down to Lilly as he watched the men sparing in the basketball court. "Bit of a hot head most of the time but he keeps his cool in battle."

"Scarface?"

The Governor rubbed the bridge of his nose. "Yes… but he's a bit sensitive about that nickname."

Lilly was leaning against the wall of the prison next to the Governor scanning the whole scene. Neither man fighting nor any of the others in the semicircle around them looked older than twenty-five.

"Well?" The Governor said folding his arms.

Lilly cracked the knuckles of her left hand. "Well what?"

"What do you think of your men?" The Governor said looking down at her with a smile.

"I think they're young."

"So are you." He said coolly.

"Thank you but I'm not as young as them." Lilly's eyes narrowed as she looked at them.

The Governor looked at them almost sadly. "You're right. Not a single one of them was more than a teenager when this began." He looked down at her. "They're used to this world. They don't hope for everything to go back to normal. They're adaptable; reliable."

"Impressionable." Lilly glanced up at him.

"The lady donn't approve?" The Governor watched as Mooney started to get the upper hand in the fight.

"Didn't say that. I just meant young people in general." Lilly winced as Mooney knocked out the other kid's teeth and pinned him on the ground. "It's easy to work around a moral compass if you've never developed one." Lilly leaned her head back on the prison wall. "They've done studies on the brain, you know, to see what parts of brain lit up when faced with a moral dilemma." Lilly put her left hand behind her back to keep from putting it protectively over her stomach. "They'd present the people with a scenario question and study how they answer. You're hiding in a hut with a small group of people while your village is under siege. Your baby is crying in your arms. You cover your child's mouth. If you take your hand away the soldiers hear the sound and they will kill you, your child and everyone in the hut. If you continue to cover your baby's mouth your baby will die." Lilly's eyes moved over to the Governor who leered down at her. "No need to ask what you'd do in that situation."

"Which is the evil answer right?" The Governor said bitterly. "It's _much_ better to let your child die."

Mooney stood up when his opponent finally tapped out. He waved his fists in the air in triumph.

Lilly laughed and smiled bitterly. "You see now that's the interesting part. People think that's the question of ethics but it isn't. See your baby dies regardless of whether you or the soldiers do it. The real question is, are you willing to kill everyone in that hut because your child is dead. There is no right answer. Either way" She glanced up at him. "You've blood on your hands."

The Governor looked down at her for a moment his face blank. He applauded for Mooney without even looking away from Lilly. Before he could say anything a young man with long blonde hair ran up to him.

"Sir, um," The young man looked warily at Lilly. "There's a… situation."

The Governor's brow furrowed before he nodded. "I'll be there in a moment." He turned back to Lilly. "My apologies for cuttin' this delightful conversation short." The Governor waved to Martinez who was patting Mooney on the back.

"Well, well, well our girl's alive." Martinez said as he strode up to the two of them.

"And kicking though not much else." Lilly said with a small smile.

The Governor put a hand on Lilly's shoulder. "Keep an eye on our girl, will you? I'm needed somewhere else. Be sure to show her the improvements we've made to the place."

He smiled one last time at Lilly which for some reason chilled her, then walked away with the blonde.

"Gotta say Lills" Lilly heard Martinez say as she watched the Governor. "I'm impressed."

"Funny." Lilly said before she turned and glared coldly at Martinez. "I was just about to say the same thing to you."

Martinez scowled confused.

Lilly brushed past him. "Com'on you're supposed to be giving me the grand tour."

The Governor

"Gone?!" The Governor yelled as he grabbed the young blonde holding him up by his shirt. "What do you mean she's gone?" He growled hold the trembling boy up, his feet barely touching the ground.

"S-She picked the locks somehow. We heard a gunshot. She stabbed Shumpbert in the h-head-" The boy's body dropped to the ground when the Governor let him go.

"What about Dixion?"

The blonde haired boy looked up confused. "Who?"

"The other prisoner!" The Governor yelled and stepped towards him as though he were about to strike him.

"Oh! No no he's still in his cell."

"Good. Keep an eye on him. Tell everyone else to search the grounds, even the men on watch." The Governor pulled out his gun cocking it. "If she does escape here it won't be alive."


	18. Chapter 18

**A/N: Finally longer chapter! Michonne's part takes place when she saved Judith and the others, we'll get to her escape soon. Thax as always for the views, favs. follows, and reviews gang!**

* * *

**Michonne**

Michonne took advantage of the Governor while his back was turned after he shot Lilly. She dove at him driving her elbow into the back of his neck he fell forwards away from Lilly. Out of the corner of her eye she saw Lilly shake and struggle on the ground but there was no time to help her. She didn't even have time to find her katana so she did the best with what was on hand. She took the sheath from her over her shoulder and was on top of the Governor trying to crush his wind pipe with it. He reacted quick though and gripped the sheath just as it was over his neck.

She caught sight of Daryl and Tyreese running in. In the split second she took her eyes off the Governor he overpowered her and before she knew it he was on top of her trying to strangle her with the sheath.

Daryl aimed his crossbow at the Governor but ducked down when gun fire from the Governors men came at them.

"Get Judith!" Michonne screamed. Michonne could feel the sheath coming down on her neck. The Governor's eye stared at her white rimmed as he grit his teeth over her. She kneed him in the groin and elbowed him across the jaw.

Michonne scrambled to her feet and ran to the lockers where her katana had landed.

Daryl dove for the lockers and scooped up Judith while Tyreese covered him. He ran back to the doorway where Tyreese was.

"Fuck I'm out." Tyreese said just before he yelled as he was grazed in the side by a bullet. He fell to his knees in the doorway.

Michonne looked over at him listening to the sounds of the men and the bullets closing in. Tyreese, Daryl, Lilly… and Judith, all were about to die. Michonne quickly moved tothe Governor who was on his hands and knee grabbed him by the hair and held the katana held to his neck. In the next moment she was surrounded by men all pointing guns at her. Everything was silent as the gun fire stopped.

Michonne's heart raced, in that moment when she knew there was no way out she became suddenly calm. Her eyes darted to each of the men as they inched closer. "Take another step and I'll cut his head off." She said giving the Governor's head a jerk up bringing the katana closer to his throat. Her eyes met Daryl's. "Go… go."

Daryl looked at her horrified but he didn't waste any time. He pulled Tyreese's arm over his shoulder and began backing out of the room.

"No wait we can't!" Tyreese said but he couldn't put up much fight.

Michonne's eyes were back on the men as she heard Judith's cries grow fainter as she, Tyreese, and Daryl got to safety. Then she heard what she'd been expecting soft foot steps behind her. She brought the Governor's head closer to hers. "Tell them to back off or I'll slit your throat." She hissed.

The Governor just chuckled. "Frustratin' isn't?"

The men were inching closer and so was whoever was behind her.

"You have me right here, you could kill me right now." he whispered to her. "If you do though, you're as good as dead. Still… it's still so tempting isn't it?"

Michonne's grip tighten on the handle of the katana so much it hurt her hand. Whoever was making the footsteps was right behind her now.

"Did you feel like this when you killed my little girl?" He growled his voice low, barely a whisper.

Lilly and Carol were dead, but Daryl, Tyreese and Judith were alive. Maybe it was enough, maybe it would be enough to get her through what she knew she'd have to endure. A little girl would live because of what she did here.

"Believe me darlin'" He hissed. "When I'm finished you'll wish you _had_ died."

Michonne closed her eyes and drew in a breath before the gun butt to the head knocked her out. A real flesh and blood girl would live. That still mattered more than killing the corpse of a little girl, no matter how many times he'd force her to relive that.

* * *

**Lilly**

Lilly jumped back as the walker chained to the outside of the fence snared at her. "…that's fucked up." She said softly. There were walkers attached to the reinforced fence surrounding the prison; one every two meters or so.

"But effective." Martinez said smacking the walker away from the fence with his bat. "Keeps other walkers away, and any other unwanted intruders."

"and people inside." Lilly said under her breath.

Martinez shrugged. "Not if they use the main gates." His eyes ticked over to her. "Don't get any ideas Lill. The Governor says you're still on thin ice."

She smiled. "Yeah I can still feel it." She said giving her right elbow a squeeze. "What I still don't get is why the fuck you stuck by his side." Lilly turned to Martinez.

"When that bunch of pussies didn't do what they were told?" Martinez turned his head and spat. "Went into battle then stood there like a bunch of deer in headlights. What did you expect would happen?"

"I expected them to get massacred" Lilly's tone was calm and even. "by the people they were fighting, not by the man leading them into the fray." She glared at him.

Martinez stared out of the fence glaring past the walkers. "You weren't there." He said under his breath.

"Damn right. If I had been I've shot him myself." Lilly said through her teeth.

"Keep your voice down!" he hissed. "You ran off remember? And you act like you gave a shit about the Woodbury bastards anyway."

"I didn't, not after the way they turned on Merle like that."

"Hey!" Martinez said getting in her face. "Merle turned on us first. He and that group of psychos were planning on taking over-"

"Oh hell! Listen to yourself." She shot back nearly laughing. "Seriously when have you ever known Merle Dixion to have a fucking plan?" Lilly lowered her voice. "Merle didn't do what he was told; Merle pissed _him_ off. I didn't give a damn about them, but _he_ did or at least he _claimed_ he did." Lilly calmed herself a bit looking out at the landscape. "and he just…."

"You weren't there Lills." Martinez said softly his tone changing. His shoulders slouched as though the weight of world were baring down on him. "We've done some bad shit in our time but… never like that. Allen, one of the new guys, even points a gun at him." Martinez shook his head with a frown. "The Governor just stood there, like he was egging him on, waiting for him to kill him. When he didn't" Martinez pointed his hand like a gun in the air. "bang. Just like that…. Just like everyone else…"

Lilly was silent. "So why'd you go with him?"

Martinez shrugged. "Didn't know what else to do. Still doesn't seem real, you know."

"Oh it's real alright." Lilly glanced around looking at the boys armed with guns patrolling the grounds. From talking to Mooney and the others she'd found out most of them had been used to violence well before the world ended. Harold Mooney's scar was a gift from his father before he was sent to juvenile hall. They were weak, but not like Woodbury. They were all like her, Martinez, Merle, and Daryl now. People made vicious by the world just desperate for a place in it. Why should they hope for a Woodbury? They were happy just to find a prison. "The Governor and his children of war."

Martinez closed his eyes scowling. He looked at her stomach for a moment. "Should have been mine." He said so quietly Lilly almost missed it.

Lilly's brown knit but she didn't look at him. "You never made a move."

Martinez shifted uncomfortably and looked away. Maybe he was hoping she hadn't heard him. "Hoss already had his eye on you."

Lilly smiled bitterly. "I see. You know those tanks he has?" She glared at him. "He keep your balls in one?"

Suddenly Martinez grabbed Lilly's good arm and pulled her close. "He was going to kill you. When he took this place he was going to _kill_ you." He hissed in her ear. "You're the mother of his child, so you're safe."

Lilly yanked her arm away. "For how long? Caesar, we both know the second I pop out this kid my days are numbered."

"Not if you shut up and get with the program." Martinez's eyes looked at her pleadingly. "Lilly, think of the baby."

"I am" She said coldly her eyes shining wet. "but I can't let him kill another village."


	19. Chapter 19

Rick

Rick held the handcuffs in his hands thumbing them as he looked at the small fire roasting the doe. Carl poked at the fire then at the doe. It was cleaned as best they could manage Carl said he'd picked up a few things from Daryl but looking at the doe on the makeshift spit he was beginning to assume cleaning game wasn't one of them. He was trying not to think about Daryl and doubt how much this plan of his was going to work, it was dusk and there was still no sign of anything. Two days if it didn't happen in two days there was no choice but to let go and move on. Carl, Beth, Tyreese and Rick would meet up with Maggie and Glenn at the highway then head east toward Savannah.

Rick rubbed his eyes. _"Just let go…" _How the hell were they supposed to do that? How could Maggie just accept she'd never see her father again?

* * *

"_Listen man, give it two days." Daryl said one last time. "If after that nothing happens it means I'm dead, and Michonne's probably dead too. They need a doctor, tell Maggie Hershel will be safe."_

"_What about Lilly?" Rick said._

"_She's smart. You shouldn't count on her for much." Daryl looked at his crossbow bolts debating whether to take spares or not, he wasn't going to see them for a while._

"_What do you mean? The Governor might've kidnapped her." _

"_Yeah but that was after he put a baby inside her. Look Rick." Daryl said turning to him. "I like the girl and I hope she's alive. She was the only person who seemed to give a damn about Merle."_

_Rick turned his head. It wasn't easy knowing that he left Merle chained to a roof. He did try to go back, but not in time. Merle was a wild stupid son of a bitch, but in the end he paid the ultimate price to save his brother and it was hard not to respect that._

"_But when push comes to shove Lilly only looks after herself and she don't make no bones about it neither." Daryl looked back at his bolts and decided to load up the spares. "When shit hits the fan she'll choose the winnin' side and if that happens to be her baby daddy's side she'll shoot both of us without a second thought."_

"_You really think she's that cold?" Rick said his brow knit._

"_I think she thinks she needs to be." Daryl shrugged. "Maybe she's right."_

_Rick stared at the ground a long time after that. "If you don't think you're gonna survive…" Rick said suddenly. "at least try and get to Michonne." Rick wasn't really sure why he said it. Maybe it had something to do with the fact that every passing day and every passing hour he could hear Merle describe what the Governor was doing to her. Maybe it was because he knew she was suffering because she had gone back to saved his child instead of him. Maybe it was because he didn't know how he felt about her until it was too late. _

_Daryl only nodded. He hugged Rick then shook his hand. "See you around, brother."_

* * *

"_I think we're ready Dad."_ Carl said looking at Rick.

"Huh?" Rick said being brought out of his thoughts.

"I said I think it's ready Dad." Carl said poking the doe.

Rick nodded looking at Tyreese and Beth holding Judith. "Yeah…"

Day one was coming to a close and still no word.

* * *

The Governor

The evening was still chilly as the Governor stood on the catwalk. He was breathing out small puffs of dragon's breath through his clinched teeth when Thompson, the young blonde haired boy, ran up to him. The Governor interlaced his hands in the fencing threatening to bend the metal in his grip. He knew what the boy was about to say just by his silence.

"You haven't found her." He said in a low growl.

The boy was shaking. As he should be. If he only knew the rage that was burning inside the Governor at that moment he'd run for cover. "No sir, but we've checked the grounds all of the walkers are accounted for none have fed. She still has to be here somewhere."

The Governor was lost in thought as he stared off the catwalk. "Where is the other prisoner?"

"He's being watched 'round the clock as you instructed."

His mind kept turning back to Lilly and her puritanical change of heart. If she ran into Michonne and saw what he did, it was over. She wouldn't understand. Michonne had been on the run for hours yet hadn't left the prison.

"Where _is_ Lilly?" He said softly to himself

The boy looked confused. "s-sir?"

The Governor shook his head slightly turning his attention to Thompson "The woman I was with earlier, where is she now?"

"Still with Martinez I think."

The Governor's eyes narrowed on the boy. "Oh is she." He grit his teeth again at what a mistake it was to trust her. He'd left her alone with Martinez and now she might very well be plotting against him. He thought he'd learned his lesson, thought _she_ had learned her lesson. But clearly he was wrong on both counts. His hand shot to the fence gripping it tightly. "I left her alone and uncuffed." He scowled. "Give her an inch…"

"She's wounded and w-wasn't she locked in her cell before?" Thompson asked struggling to piece together what or who the Governor was talking about. "She couldn't get out that would be impossible."

"Impossible." He said with a bitter smile. "but I don't put it past her. Come on." He said brushing past the boy. "Tell Martinez to bring her to the prisoner's cell." He said in a steely voice as the boy ran behind him. "I'm done playing games. It's time she decided whose side she's really on."

* * *

**A/N: The end is nigh folk. I'm not sure how long it's going to take, but I'm going to be wrapping this up soon (so like you know maybe about ten more chapters or so ^^;) I have no plans on making this a trilogy so this will be it. The updates might take a bit longer because the chapters will be longer so I praise your patience and as always many many thax for reading.**


	20. Chapter 20

**A/N: One of the best parts of writing sequels is that you get to put in some of the stuff you had to cut from the first story. The Governor's bit takes place just before Arrows on the Doorpost and explains how the hell the Governor got there before Rick without a car.**

* * *

**The Governor**

The Governor was finishing speaking to Martinez when he got inside the driver's side of the truck. He was just about to start the ignition when he stopped leaned back and smiled. He turned leaning out of the window slightly. Lilly stood beside the door with a scowl on her face. "If I didn't think you'd shoot me I'd ask how much."

"That's hilarious." She said evenly.

He sighed contentedly leaning back again. "Get in you can drop me off."

"You're going alone?" Lilly said moving to the passager's side door and getting in.

"I'm not going alone," He turned on the engine. "You're coming with me."

* * *

The two of them rode along to the drop off point before the Governor decided to break the silence. "Well?"

"Well what?" Lilly asked annoyed chewing on her thumb nail as she stared out the window. He couldn't help but be charmed by the small anxious gesture.

"Well what are you going to criticize now?" His one good eye glanced at her amused. The Governor wouldn't say it, but he was a little relived to have her along. He was both aching for and dreading this meeting. He was ready to burn down Woodbury and the prison knowing his little girl was never coming back. He could and he would if he didn't get Michonne. There was nothing left, no hope, no future, there was only the hate and anytime he didn't have to sit alone with it was welcome.

"Please, I never criticize, I bitch." He laughed. She smiled a bit but still continued to stare out the window her knee bent against the door. "Ten people at the prison… we should have wiped them out in one go the other day. What's this negotiation about?"

"We're trying to save lives; women… and children, Lilly. I should think you of all people would appreciate that." He spoke softly glancing at her. The morning sun shone through the windshield on her illuminating her face and catching in her hair. Despite the cargo pants and tank top she looked rather fetching almost attractive and feminine which, for Lilly Caul was quite an accomplishment.

"I could, if that's what this was about." She looked at him. "One woman really worth all this hell?"

The Governor was silent for a while taken aback by the comment. He expected better from her. "Andrea… is different. If she thinks there's a chance for a peaceful resolution it's worth a try."

"Wasn't talking about her." She said still staring at the Governor. He looked over at her realizing who she meant.

The Governor was silent again.

"Me and the boys could slip in and do it tonight. You have to take them out anyway. You can kill her yourself along with the others."

"I don't want to kill 'er." He said coldly.

Lilly paused. "That's what frightens me, Philip." She said softly.

"You really surprise me sometimes, Lilly." The Governor said almost musingly. "Did you have a soft spot like this when you brought that raider boy back to be questioned?"

Lilly visibly tensed.

The Governor's eye moved to look at her. "You knew what was going to happen to him."

"That was different." She said evenly. "That was a necessary evil to keep people safe. It was about prevention, not vengeance." She looked out the window. "but what we did was still sick."

"'Necessary Evil' I've always thought that was an interesting phrase." He said as they pulled up to the drop off point near the warehouse. "If it's necessary that puts it beyond the terms 'good' and 'evil'."

Lilly scowled closing her eyes and leaned her head back on the seat. "Yeah but what you want to do is beyond unnecessary." She opened her eyes looking over at him. "It's pointless and deranged"

The Governor brought the truck to a stop and turned off the ignition. He turned to look at Lilly. "When you watch your child stabbed through the head_ then_ ya can let me know what's necessary."

Lilly looked at him with a rare moment of what looked like tenderness. Slowly and tentatively she reached a hand for his face towards his eye patch. He reacted by pulling his head back slightly. She hesitated but still continued and gently took it off. The cool air stung a bit at his exposed eye.

Lilly visibly winced when she saw it, making him want to turn his head away and cover his face. He didn't want her looking at him like he was a monster. Her small callused fingers gently touched the area around his eye, her face pained.

"It won't stop hurting." She said still looking at the injured eye before looking into the other. "You've lost so much, but you don't have to throw away what you have left."

He looked at her, her dark eyes for a long moment before it registered what she had said. His resolve became cold once more and he felt a small pang of shame for the weakness he'd just shown. He yanked the eye patch out of her hand and put it back on his head. "There's nothin' left." He said in a steely tone getting out of the truck.

He crossed in front of the truck tossing the keys to Lilly. She caught them as she made her way to the driver's side. "Martinez and Milton should be along in an hour, tell 'em to meet me here."

She nodded and opened the driver's side door. "Philip,"

He turned to look back at her. That was twice in one conversation she'd actually called him by name. That was a record.

Her small form hung on the door. "If… if… Andrea… If you found out that… Andrea was pregnant," She looked a little pale as she spoke. "and it was yours… would that change anything?"

He put his hands on his hips and lifted his head regarding her, curious as to what she was getting at. "It would change a lot of things." He shrugged with a smile. "Andrea for one. Why do you ask?"

"Would it change this?" Lilly said her eyes focused and intense.

The Governor grew silent as he slowly walked over to Lilly. He leaned one hand on the hood of the truck lightly drumming his fingers. He continued to look at Lilly in silence. Her gaze remained unwavering even though the rest of her shrank slightly. He still enjoyed intimidating her with their little staring contests. "Is she?"

Lilly eyes stared up at him for another long moment studying him before turning away. "No."

"Then no." He said lightly.

Her brow tensed and she gripped the door tighter.

He moved closer to her touching her face. "Hey shhh shhh. It'll be over before you know it."

She jerked her head away and glared at him. "No... it won't." She got inside the truck slamming the door shut. "Try not to get yourself killed." She said venomously before driving off.

* * *

**Lilly**

Lilly was walking/pulled down the cell block by a blonde haired young man carrying a Uzi followed by Martinez.

"What's this about?" Martinez asked as he caught up to them.

"He wants to see her. It's important." The boy said offhandedly.

"Listen you little shit!" Lilly said coming to a complete halt. "You tell me what the fuck this is about now."

"Better watch your mouth lady." The boy said pointing the gun at her.

"Spare me." She scoffed smacking the gun out of the way. "You think pointing a gun at a pregnant woman means you got stones? I've stared down the barrel of a gun before and it's when the other guy has one that you find out who's got 'em." She scowled deeper. "I may be one-armed and knocked up but trust me, mine are bigger."

The boy took a step back noticeably shaken. It was good to know she hadn't lost her touch.

Martinez quickly stepped in between the two of them. "oooookay before anyone gets shot or" he glanced at Lilly who arched one brow and shrugged. "worse. Thom what's this about?"

Thompson glanced warily at Lilly before getting close to Martinez and lowering his voice. "The prisoner escaped."

Martinez's looked concerned. "Dixion, the Doctor?"

"No," Thompson said stress in his voice. "the other one."

Lilly's chest tighten. Both she and Martinez exchanged uneasy looks though for completely different reasons.

Martinez subconsciously touched the handgun strapped to his side. "So why's he want to see her?" He said giving a nod in Lilly's direction.

"He thinks I'm involved." Lilly answered for the boy in a low voice. She glanced up at Martinez. "safe." She said with a bitter smile turning her attention back to the boy who looked at her suspiciously.

* * *

As they continued to walk down cell block D the unmistakable coppery smell of blood became overpowering. Nausea overwhelmed Lilly so much that when she was brought before the Governor she had to hold on the railing to keep from passing out or vomiting. Never in a million years did she think that _she_ could get sick from the smell of blood. _"not the only reason pregnancy's a bitch"_

The Governor stared down at her stony eyed and calm as she wheezed and gaged a bit. "Feelin' a bit under the weather darlin'?"

"This place reeks of blood." She coughed. _"Michonne's…"_

"So it does," He said in the same cold and even tone. "Wonder why that could be." He pulled her by the arm and led her into one of two cells with sheets pinned over them like her own.

Inside strapped to a chair sat Daryl, beaten but not badly. He tilted his head up and his eyes widened when he saw her but he didn't speak.

Lilly looked up at the Governor. "What is this?"

He looked down at her gently playing with her ponytail. "It's time to put away childish things, m'dear. This is your initiation." He looked back at Daryl. "Merle's brother is going to tell us where his people are," He gripped her ponytail tightly pulling her head to look at him. Lilly winced and grit her teeth. "because you're going to make 'em."


	21. Chapter 21

**Michonne**

Michonne had managed to grab the wirehanger with her feet and get one of her hands free before the tall guy with the beard caught her. When he got close enough she stabbed him in his temple with the hanger and took his gun. It used up most of her strength to do it, it took the rest to pick up his gun and shoot her chains. The shots were loud but they made getting out of the chains a lot quicker.

When the chains finally broke free, she collapsed to the floor tempted not to get up. She wasn't even bothered by the pain anymore; pain had become such a constant fixture for so long she barely noticed it. The weakness she wasn't prepared for. The metal of the shackles made her neck and arm heavy as she lie there on the floor wondering if this small act of defiance could be enough; proof to the Governor that he couldn't break her. The one eye she had left opened when she realized; it wasn't. She crawled out of the cell and against the wall surprised her legs were holding her. Vaguely out of the good eye she saw she was leaning against something white. It was a sheet over the cell next to hers. She looked inside and could barely make out a figure sitting in a chair in the center.

"…Michonne?" She heard Daryl's voice say with a gasp from inside.

She wasn't sure she'd heard it or if it was just her imagination. She wasn't sure of what was real and what wasn't anymore. She began to hobble along the sheet past the cell. The gunshots would attract someone real and she knew she didn't have any more strength left in her to fight.

"Michonne!" She heard Daryl's voice again when she was past the cell. Michonne stopped. That wasn't in her head. He was here, really real and here. She kept going slowly toward the end of the hall with no intention of turning back. Let him go through what she had to go through for weeks. And when the Governor was done with him, she'd kill him Rick and the others once she made the Governor regret not killing her when he had the chance. Tears streamed down her face making her ruined eye burn as she moved.

**Lilly**

Lilly stared up at the Governor completely stone faced. "You've tried this move before," She said softly. "Didn't work then either."

She could see the flash of rage in his face as he tightened his grip on her hair. "You can run and you can hide Lilly, but you can't change who you are," He pulled her face close and leaned down purring in her ear. "and you're still my girl so you either make him talk," he hissed so close she could feel his breath on her face. "or you'll watch while I do."

Lilly closed her eyes her face tensed before looking at him. "Those tools you… used on Michonne-"

He smiled but it didn't seem warm anymore not even the fake warmth he'd managed so well for so long. Instead it looked plastic nearly manic. Lilly could see that slowly but surely the veneer he crafted so well for so long was beginning to crack and the monster beneath was getting less easy to hide. "Michonne? What makes you think I did anything to Michonne-"

"I'm going to need them." She in a soft emotionless voice. "gauze, a tourniquet, a mask cloth or something to block out this damned smell and…" Lilly looked blankly exhausted as though she were about to faint. "something that plays music… loud."

The Governor stared at her. "Music?"

"It's acoustic bombardment it..." She swayed slightly looking at Daryl, still being held up by her hair. "It makes the… victim break quicker. I'd like to make this quick."

He stood up straight studying her before letting go of her hair. "Martinez," He yelled still looking at Lilly. "Did you get that?"

There was a pause before Martinez responded. "Yeah, all but the music."

"There's a CD player in my quarters," The Governor glanced at the sheet and cell door. "would you mind bringing it here?"

Lilly stared down at the floor breathing heavy. The Governor gently stroked her hair and kissed the top of her head. "It's alright. It's nothing you haven't done before." He said softly.

"Will you bring me those tools?" She said coldly still looking at the floor.

The Governor walked out and back in wheeling a small table cluttered with an array of bloody surgical tools. Lilly glanced at it then turned her head. "God…."

Daryl looked at it wide eyed, no doubt dreading what Lilly was going to do with them, but also thinking about what they had already done to Michonne. The Governor couldn't repress his smile at their reaction.

Lilly clinched her fist then approached the table picking up a scalpel and examining it. She tapped the end with her thumb. It was a little dull for a scalpel. It felt like she couldn't get a break to save her life today. "I don't want you in the room for this." She said coldly staring down at the tools.

"I really think I should be," The Governor said in a sweet patronizing tone. "You don't look too steady on your feet Lilly."

"I'm fine, but if you want me to do this it's going to be done my way." She looked up at him, with the cold tactical death stare she used to have. "_When_ you find Michonne you won't be stupid enough to spare her and you won't be merciful enough to kill her. You'll torture her, but you're not using anything you saw from me on her."

The Governor smiled almost laughing. "This ain't a negotiation."

"No it's not, if it were this wouldn't be happening at all. Wait right outside the door and listen to all your sadistic perverted delight if you like, but this isn't happening while you watch." Lilly said calmly dropping the scalpel. "You can turn him inside out for all I care but you won't get the information you're looking for." She glanced coldly at Daryl still speaking to the Governor. "you're not used to the dirty work."

Daryl glared coldly back at Lilly before she looked up at the Governor.

Martinez walked in with the CD player and other supplies. The Governor took the supplies from him setting the CD player on the table. He flicked it on as Lilly picked up the mask to put over her face. The sound of a soft violin playing filled the room and woman's haunting voice in a similar key to Lilly's began.

"_Bye Bye Baby Bunting… Daddy's gone a hunting…"_

Lilly let out a burp of laughter and quickly covered her mouth with her hand still giggling near tears. "I'm sorry." She tilted her head down for a moment then looked up. "It's just I…" She inhaled blinking back tears. "I really hate this song."

The Governor looked down at her amused and apparently contented at how unnerved she was. "Be right outside if you need me." He said kissing her once more on the head before walking out.

Lilly closed the cell door half way then walked over and turned up the music. Tied the mask onto her face looking at Daryl. "I'm so sorry," She picked up the scalpel Daryl only looked at her stoic and hard. "for everything."


	22. Chapter 22

**The Governor**

The hours of on and off screaming came to a stop after a particularly blood curdling wail. The song playing on the CD player stopped. The Governor lifted his head as if he'd been roused from a soft nap. He glanced at his watch. Martinez had been ordered to keep an eye out for Michonne. Three hours and twenty-three minutes had passed.

Lilly emerged unsteady on her feet and pale as the sheet she passed through. The Governor just barely caught her in time as her feet gave beneath her. Her head lulled over his arm. "Well?" He asked impatiently.

Lilly glanced back up at him taking off her mask. She was about to speak when she violently turned her head away and vomited on the floor.

The Governor reluctantly let go of her as she pushed herself away to continue vomiting on all fours, or threes rather, onto the floor. He sighed gritting his teeth and rolling his eyes. "Where are they, Lilly?" He squatted down next to her taking care not to get near the vomit. "I'm losing my patience." He said in a sing song voice.

"Eighteen!" she coughed glaring up at him. "just below Meansville road. They have a camp set up there." She said calmer. "They're waiting for him to get back."

The Governor's face turned somber and concerned. "Why was he here to begin with?"

Lilly was still panting seemingly unsure whether she was done throwing up or not. "You didn't tell me to ask that."

"If you don't know," The Governor said his voice smooth but with growing annoyance and rage. "Then go back in and find out."

Lilly sighed weary. "They wanted to see if they could take the prison. Daryl was scouting the place out by himself first."

The Governor's eye narrowed as he looked down at her. He stood and walked over to the cell and pulled back the sheet. Inside Daryl's head lulled in the chair his face arms and chest covered in blood and his clothing in rags.

The Governor pulled out his gun.

"Don't kill him until we know he's telling the truth." Lilly coughed.

"You think he's lying?" The Governor asked cocking his gun.

"I used my best tricks on him." Lilly said bitterly. "but if he is we've lost our only lead on a group, small, but a group that's going to try to take this place." Not once did Lilly look up from the ground. "You can kill him after we wipe his people out."

The Governor turned his gaze back to Lilly finding it impossible to repress his grin. He holstered his gun, knelt down next her pulling out a handkerchief and gently dabbing away the sick from her mouth. With the same gentleness he helped her to her feet.

"I know that took a lot, Lilly." He said with a warm smile stroking her hair. "I'm sorry you had to-"

"Don't." She said cutting him off. "just don't…. just please get me away from this smell."

He took her face in his hands forcing her to look at him. She wasn't crying but her eyes were red-rimmed and exhausted. He wanted so badly to tell her how proud he was of her. Lilly was forever the strong one and still his. Instead he could only draw in a breath. "Let me take you back."

"May I go with you?" Lilly said shifting uncomfortably.

The Governor looked down at her surprised.

"You're not exactly the person I want to be around right now but…" She turned her head away. "I just don't want to be alone."

He looked at her a little awestruck. Had she really changed that much? Part of him bemused thought about thanking the Sheriff for finally bringing Lilly down off her high horse. Though, he couldn't decide if it would be before or after he carved Rick up like a Virginia ham. She was still his same old deadly Lilly but now she'd become soft, so soft.

The Governor brought her to his chest tenderly holding her. "Shhh shhhh" He whispered as he felt her shake. He turned her head up to look at him and kissed her forehead. "Of course."

* * *

The Governor watched as Lilly entered the former Warden's office. It had been converted to double as a bed room as well. He stood by the door as Lilly predictably inspected the place.

She ran her left hand over the desk pausing for just a moment on the picture of his wife, Penny and himself.

The Governor closed the door behind him locking it. He stood leaning on it still watching her as she moved about the room.

Lilly's entire body froze when she spotted the small crib near his bed. The Governor had a small evil smile on his face as he took off his belt and hung it on the coat hanger near the door. He walked over and lightly wrapped his arms around her as she walked over touching the cradle. He leaned his head next to hers as she reached in and held a small pink onesie.

"It isn't small enough, but it's all we could find." He whispered to her as she rubbed the cotton between her fingers. "Penny was so small when she was first born. Babies are so much smaller than you think they'll be, so tiny and fragile." He mused. "I was shaking like a leaf the first time I held her."

Lilly gently pushing him away still holding the onesie and walked over to the chair behind the desk. "What if it's a boy?" she said with a weak smile as she sat down. "You didn't even consider that did you?"

"I did." He said lightly touching the crib. "We couldn't find any blue either."

Lilly looked down at the fabric in her hands and for a moment it looked like she was about to cry. "They don't even know about Woodbury do they? Your men… no of course not they wouldn't be so happy to have this place if they did."

"Woodbury breeds weakness and complacency." He said with more force to his voice than he intended. He caught himself though and his demeanor softened. "Both are deadly. Those people were soft, you were right about that." He crossed the room to a bookshelf with a familiar bottle of scotch. He had just touched it with his fingertips when he paused. "and you were right about Michonne... I should have listened to you before..." He said softly.

"Michonne..." Lilly said to herself closing her eyes. "Nothing can be done about it now." She looked down at the onesie bringing it to her nose and smelling the fabric "This place reeks of death." She sighed disgusted setting the onesie on the desk. "It's been so long since I've smelled fresh blood though..." Lilly drew in a breath steadying herself with the desk. "How did I ever get used to it?" She said aloud to herself. "How did I-"

"Start enjoying it?" The Governor asked his eye brows raised. Lilly's head shot to look at him. "Start equating it to success and victory?" He poured himself a glass and took a sip. "Because you'd be dead now if you didn't." He crossed the room again sitting on the desk beside her. "You tell yourself you enjoy because you _know_ there's no escapin' it."

"Is that what you do?" Her dark eyes looking up at him, not sympathetically; only questioning. He debated what answer to give her as he looked at her. It was hard for him not to admit that part of him preferred her this way. True she was far from the efficient killing machine she'd been before, but now there was this softness and vulnerability about her that he had never seen. He'd caught the first glimpse of that tender quality when he'd taken off her night gown. He'd done it in part for hygiene's sake and in part to give her a good dose of humility. But when she stood there shy and fragile he was amazed that part of him wanted to just wrap a cloth around her and protect her. She hadn't gained much weight, unnerving but not surprising given that food was scarce. Instead her body had just softened her stomach and breast swelling up to give her the womanly curves she'd never had.

"You've never wanted to kill someone?" He said finally with an arched brow.

Lilly laughed softly. "Of course I have, most of the time it was Merle. I never wanted to kill anyone I actually killed. I'm just good at it."

"'cept me right?" He said with a knowing smile. "You wanted to kill me."

Lilly's face was sympathetic now. "No, I didn't and I don't now." She shrugged.

He looked down at her blank faced. He'd been half expecting her to justify why he was the exception to the rule. Why he had to die, for Woodbury, for Michonne, for Andrea, Milton, Merle, and the million other reasons she was hypocrite enough to use against him. He set aside the glass and knelt down beside her chair.

He gently reached for her face then pulled his hand away. "But you hate me for what I've done."

Lilly smiled sadly. "The truth is Philip, I pity you." She gently ran her fingers through his hair bringing his head close to hers giving him a vicious head butt to his eye patch.

A white hot pulse of pain ran from his eye to the past of his neck as he fell backwards while she hammered at the eye with her fist. He saw spots before both eyes as he writhed in pain he rolled over just as the scalpel in her hand missed his head and hit the floor. He barely managed to get to his feet still dizzy from the agony as she held the scalpel like a knife fighter at him.

"Because you're fucking pitiful."

* * *

**A/N: Yes ladies and gentleman boys and girls after the long wait asskicker Lilly is back, I missed her too. Thax for reading gang. **


	23. Chapter 23

**A/N: This is all flashback Daryl's part in the torture scene, and Lilly's part takes place just after Southern Gentleman from Lilly.**

**Shout to justagirl I'm glad you enjoyed it! :)**

* * *

Daryl

Lilly closed the cell door half way then walked over, turned up the chilling music and tied the mask onto her face looking at Daryl. "I'm so sorry," She picked up the scalpel Daryl only looked at her stoic and hard. "for everything."

Daryl's whole body tensed as she walked toward him. This is what he knew would have happen, what he planned, but not like this. His breath and pulsed quickened as Lilly leaned close and whispered in his ear.

"Scream. Now." She commanded.

Daryl's eyes looked over at Lilly and he let out an awkward confused yell.

Lilly leaned back wide eyed looking at him. Then without warning she stabbed him in the thigh with the scalpel. Daryl screamed his whole body flexing in the chair bound down by duct tape. Lilly leaned in close again. "That is what a _real_ scream of agony sounds like. If you don't sell it we're both dead, understand?"

Daryl grit his teeth and nodded.

Lilly walked over to the table with the tools. She picked up and dropped a few glancing at the cell door making a point to make a lot of noise. She picked up a piece of gauze and made a small cut in his pant leg above where she stabbed him. She shoved the gauze into the pant leg pressing down on the wound then covering it with the fabric. "This music isn't nearly as loud as I hoped." She said her voice just barely audible amid the creep lullaby. "So keep your voice down when you speak. scream again."

Daryl complied this time with more agony in his voice. "How are you?" He whispered.

"I'm fine." She said evenly still pressing the gauze into his wound. Lilly's eyes scanned Daryl inspecting the bruises on his face. "Looks like they didn't rough you up too bad… I'm surprised they didn't kill you."

"Nearly did I'm pretty sure they cracked a rib when they took me in."

Lilly lifted his shirt examining his ribs. Her brow knit as she gently poked his side. "Might've. Scream again."

Daryl wheezed a moment before letting out a yell.

"That hurt?" She said her eyes darting up to me meet his.

"Not much." He said softly.

"Then broke or not they won't slow you down." She lowered his shirt and began cutting the duct tape on his wrists, but did it under the arm of the chair. "I don't see any dents or bumps so hopefully it won't puncture a lung anytime soon."

"You have medical trainin' or somethin'?"

"No." She carefully pulled back the duct tape so his hand was free then just as carefully put it back in place much looser than before. "I just know a million ways to break a body."

"How's the baby?" Daryl said wiggling the one hand that had been cut loose and re-taped.

"Stop it!" She hissed with a pause. She began doing the same thing to the other hand attached to the arm of the chair. "kid survived a gun shot and still kicks so much I have to piss every twenty minutes." She paused again before starting on the duct tape on Daryl's ankles. "It's one tough bastard, pun intended. Scream."

Daryl did.

"Louder!" She hissed.

Daryl let out a great wail that lasted for a few seconds and regretted it the moment it was done. "That one hurt." He said panting.

Lilly's dark eyes looked up at him the mask on her face making it eerie and nearly unreadable. "You'll only have to do it for an hour. Most victims loose the energy to scream after that."

Daryl's eyes followed Lilly as she stood up. "How many times have you done this before?"

"More than you." Lilly was silent for a long time as she stood beside him. "Less than Merle."

Daryl felt his stomach twist seeing the look in Merle's eyes in his head again. _"Those people look at me like I'm the devil!"_ Daryl closed his eyes forcing the memory away.

"I'm sorry about Carol by the way."

Daryl just looked at her but didn't respond. She began making small little cuts along his hairline like Morse code.

"Ow what the hell-"

"Sh! Yell." She said holding his head.

Daryl yelled then lowered his voice. "What are you doing?"

"If you don't look messed up they'll kill us. I'm giving you a lot of small lacerations on your forehead and a few other places. There'll be lots of blood but the damage is small. They won't find 'em unless they clean you up which they won't."

"Saw Michonne." Daryl winced as Lilly finished cutting his forehead then started on his chest.

Lilly stopped and looked at him.

He looked at her for a moment before his eyes shied away. "We shouldn't have waited so long…"

Lilly was silent for another moment before she went back to work. "Some things can't be helped Daryl." She said in a cold but soft voice. "Know what one of the last things I said to Andrea was?" She stopped resting her good hand on a bent knee looking at him. "I said every person has to matter, that it couldn't just be about the numbers." Her eyes cast down for a moment. "I knew I was lying then too… How many of you made out?"

Daryl looked at her suspiciously but didn't answer.

Lilly was about to make another cut when she stopped and looked at him with an arched brow. "Seriously? Would I really be going through all this trouble if I were still on team Governor?"

Daryl's eyes narrowed on her. "Twenty."

Lilly didn't move. She sighed setting the scalpel on the floor. "If I had any guarantee that torturing and killing you would keep my baby and me safe, that wiping out the rest of the group would stop him from doing the sick, twisted things he's done in the past to other people in the future I'd do it in a heartbeat; but we both know he won't stop." Her eyes framed in pain and the medical mask met Daryl's. "I don't want to kill my baby's father, but I can't let him live."

Daryl looked down at Lilly as her body sagged a bit emotionally exhausted. "…. Seven, eight if you wanna include Judith."

"God…" Lilly said softly. "Scream."

Daryl did. He was starting to get hoarse. Lilly stood up holding the scalpel to his left arm. "What I don't get is what you saw in the son of a bitch in the first place. I mean you didn't buy into his act did you?"

"No I knew what he was the day I met him and visa versa."

* * *

Lilly

The Governor's hands trailed down Lilly's arms and her mind raced. The neediness, the excitement, and the loneliness that she'd felt just moments ago bringing her into the Governor's bed quickly changed into her world famous rage. She felt herself tremble when his lips grazed her chest and his kissed her stomach. It felt good but she was too angry to enjoy it. Mentally she traced where his hands and head moved and waited.

His hands caressed her sides and moved to her waist to the edge of her pants. Lilly slowly moved her to touch his arm as he lifted his bodyweight up to pull down her pants. In one move she slid out from under him rolled on top of him and had him pinned facedown to the floor with his left arm behind his back.

Lilly lifted his arm causing him to groan, but not the way she wanted. She jerk his arm up and he yelled. It didn't take much effort for her to hold him down with his arm at this angle. For a moment she thought about breaking his arm out of sheer principle. She thought she was used to his head games but doing it when he had her down like that was beyond infuriating, it was a grim reminder of the monster behind the man. A fact that Lilly had nearly forgot.

"What's the matter? I got the impression you enjoyed this sort of thing, sir. Don't you trust me?"

Of all the responses Lilly was expecting the one she got from him sent a chill up and down her spine. Amid pants of pain she felt and heard him chuckled and laugh.

Another flash of anger made her lift his arm making him groan and calm his laughter. "It's Philip."

"Beg pardon?"

"My name that you never bothered to ask." He said with a laugh. "You'd have killed me or… done other things without even knowing my name" He glanced at her as best he could from the floor. "People are really that temporary to you, you don't even want to know their names."

Lilly pushed his arm up making him grunt and wince. That last comment had gotten under her skin.

He was still smiling while he drummed the fingers of his free hand on the floor. "You going to kill me or uh" He glanced up at her with a wink. "is this usually how you do this sort of thing?"

Lilly felt her face flush and for a split second wanted to let go of his arm and cover her breasts. Instead she kept her cool and her grip on the Governor's arm. "You didn't answer my question. Do you trust me?"

"With my life." He said into the wooden floor. "Literally at the moment."

Lilly drew in a breath and let go of his arm. He wince again as he rolled over beneath her to look at her. His eyes slowly moved up and down her body. For a moment she thought he was just admiring but there was something else in his eyes that she couldn't pinpoint.

"We already have walls protecting this place Lilly" His eyes moved up to meet hers. "You don't have to keep the ones around yourself so high."

Lilly looked him in the eyes as she sat on his waist. She studied him for a long time completely indifferent to the fact that she was half nude. Strangely enough he didn't seem to notice either because he kept his eyes locked calmly with hers. After another moment of mulling his words and their unwelcomed insight in her head for a moment she just smiled. "Damn you are one smooth operator aren't you?" She laughed.

His austere face become suddenly steely for a moment, before returning to its convincing though fake empathy.

Lilly only kept grinning as she shook her head. "Caul."

"What's that?"

"Lilly Caul, Second Lieutenant of the United States Air Force" She said softly. "or who I was in life."

He drew in a breath with a contented smile. He leaned back on his forearm and held his hand to her. "Philip Blake, Human Resource Manager and lack luster golfer."

She looked at it a moment before taking his hand and shaking it. "Human Resources?"

"Yeah," He scratched the side of his head averting his eyes. "I'd really appreciate it if you kept that one to yourself." He looked back at her. "ruins the mystique a bit."

She tilted her head down for a second and smiled.

"Pleasure to finally get to know you, Lilly." He said in a low voice still holding her hand his eyes staring deep into hers. There was still the tenderness, but Lilly couldn't forget the glimpse of what she'd seen. The innate love for cruelty she'd seen completely, if only for a moment was still there just below the surface.

"And you Philip." Lilly said looking back at him now without any fear or uncertainty.

The Governor sat up gently taking Lilly's face in his free hand and kissed her. Lilly kissed him back with the knowledge that she could kill this man in a heartbeat if she needed to and he could do the same. Lilly the murder, and the Governor the monster, there was something comforting about it.

* * *

Daryl

"Hell, part of me respected him for it. No whining and bitching about how hard things were; how they'd never be the same. The world went to shit, so he accepted it and made it work for him." She finished with Daryl's left arm and began working on the right. "but I could kill him at the drop of a hat and he'd do the same. I wasn't taking advantage of someone weaker than me. Kill or be killed we both knew the score and we lived with it."

"You ever love 'em?" Daryl's voice rasped.

Lilly let out a soft laugh shaking her head no. "That's part of the irony of our situation. I'm sure if the Governor had his choice I'd be Andrea, and if I had my choice well…" Lilly shrugged finishing her work on his arm at last. "Human race dying before our eyes and coming back to kill what's left. So the two who manage to procreate are the only ones with body counts higher than the walkers. If there is a God he's go one twisted sense of humor." Lilly's eyes scanned his face searching for something. She walked over to the table and rattled the tools around again setting down the scalpel. She gestured with her two fingers on her left hand to her eyes as she walked back to Daryl.

"Keep your eyes centered on mine."

"okay?" Daryl said confused before Lilly's fist came crashing into his nose. Daryl yelled his head flying back. "What the fuck was that for?" He hissed as she inspected his face again.

"You weren't bloody enough." She said her eyes crinkling and he could practically picture her smiling beneath the mask. "besides seven isn't going to be enough for an ambush." She said softly going back to the table rattling the tools around then taking the scalpel and tucking it into her sweatshirt pocket. She walked back over to him and awkwardly sat down next to his chair. "That's what you're planning isn't it? It's the only way to get him away from these walls and where you want him."

Daryl's blood turned cold. If Lilly knew what they were planning did that mean the Governor did too? "How'd you know?"

"I know a 'die-fighting-kind-of-man' when I see it, Merle was one and so are you. You're thick sometimes but we only caught you last time so you could find Merle. This makes the second time you were willing to risk torture for people you care about. You came here to tell us where the group was so they could wait for the Governor." She shook her head slightly. "I gotta give you marks for bravery or stupidity. Seven… won't be enough though and either way these boys are going to die for no reason."

"It's all we've got." Daryl said evenly.

"maybe not…" Lilly said mostly to herself.

Daryl's eyes widened. "No you can't!" He said realizing now why she pocketed the scalpel.

"Keep your voice down!" She hissed. "Rick and the other will probably die for a shot. I'm not trying to save the day, just what I can."

"You're pregnant!" he hissed feeling sudden panic choking him. "and your arm is still in a goddamn sling!"

"But the other one's stronger than I thought. If it's strong enough to break your nose it's strong enough to stab something he needs."

"Lilly!"

"Daryl…. You should have killed him when he had that meeting with Rick. Merle should have killed him at the drop off. And I should have killed him before he attacked the prison and killed all of Woodbury. This is bigger than Michonne, my men, Merle, Andrea, Carol, Penny… and the baby. This has to stop."

"And what if he kills you?" Daryl hissed trying not to get blood from his nose in his mouth.

Lilly was silent as she stared off. "Tell me where you need him."


	24. Chapter 24

**Lilly**

She was hoping those blows would knock him out but instead the Governor was already on his feet before she had time to finish him.

He stumbled backwards clutching his head using the edge of the desk to steady himself. "Lilly…"

"You're slipping Governor," Lilly said advancing on him. "after all the shit you put me through these past few weeks, what I can't get over is that you left me alone in a room full of weapons." She glanced at the scalpel in her hand unimpressed. "Really Philip, what did you think I was going to do?"

"Lilly… give me the knife." His voice was slow and even just barely veiling the growing rage in it. He was still slowly advancing on her but at an angle which she realized was closer to the door and his weapons near it. "It's not too late to come back from this just… just give me the knife." He said reaching his hand out cautiously toward her.

"Yes it is," She said softly before slashing his hand and getting between him and the door. "for both of us." She slashed at his neck but only managing to tear his shirt as he jumped awkwardly back.

The Governor grabbed his hand glancing at the wound before touching a hand to his face. Blood began to drip from the eye patch. He looked at the blood from his eye before the cold blue eye turned to Lilly. "Com'mon Lilly we both know it's not like you to do something this petty and stupid. You're upset… I… I pushed you too hard. I just needed to know I could trust you-"

"Stop it!" She said raising her voice. "No more lies, no more platitudes I'm not one of your Woodbury sheep!"

The Governor paused a moment looking at her. His whole demeanor became eerily relaxed and calm. "No you are so much more than that Lilly. You're my best and brightest soldier and the mother of my child. Lilly please," He said gently stepping closer to her. "Think of the baby."

Lilly's voice was cold and even as she gripped the scalpel in her hand tighter. "I am… I'm killing it to save a village." The ice in her voice echoed off the walls and even Lilly was stunned deep down by what she really said, what it really meant.

For the first time the Governor looked at her in a way she'd only seen once before; with genuine fear of her. The last time she'd seen it was when he found her sobbing in front of Penny. "I've seen what you'd do with your second chance Governor."

"I'd save my daughter!" He yelled his voice breaking on the last word. Again something she'd never really seen in him before; genuine helplessness.

"…. Then do it now." She said softly before jumping back and grabbing his hunting knife from the the hoister and kicking the belt and gun behind her. "I won't stop until you're dead, no matter how much of a fight you put up but whether it kills me or not if you _do_ put up a fight our baby won't survive it."

He looked at her blankly almost calmly for a moment. "You… you really want to kill me that badly?"

Lilly almost laughed uncomfortably. "No… it's the second to last thing I want especially right now." She drew in a breath sharply her tone again cold and matter-of-fact. "I just can't let you live."

He studied her for another moment. "…. The gun would have quicker." He said softly.

"Too loud." She said simply and just as softly.

Another heavy silence permeated the room as they looked at one another. "You're right I wouldn't kill my child… even to save myself or what's left of the world." He drew in a breath then slowly reached up and carefully removed his eye patch revealing the newly opened stab wound. He slowly and cautiously walked towards her and when he was about two feet away knelt down one knee in front of her. He looked up at her his lone blue eye soft and sympathetic.

Lilly tentatively stepped closer to him holding the hunting knife tightly in her hand. Her jaw tightened and her eyes shown wet in anger. She felt a tightening in her chest as her baby kicked slightly inside her. She drew in one last breath as she aimed the blade. "Sometimes I just wish... I couldn't tell when you lie."

* * *

**Martinez**

Martinez threw the ratty old tennis ball he'd found against the wall and caught it. He was up to about four hundred possibly more or less he'd lost count about three hundred or so catches. Not that it actually mattered he was only doing it because he couldn't sleep anymore. Lilly told him once that being edgier during peacetime than in battle was a badge of honor. It meant you were a real soldier, a true warrior. _Pfft yeah or a PTSD victim… same difference. _

This wasn't exactly peacetime though, this was the calm before the storm. Psycho bitch with the sword was still roaming around. Clinging to life and minus her weapon but she was still well enough to keep from being found. The idea of being stabbed through the heart in the middle of the night was making it hard to sleep. Imagine that.

His lack of sleep also might have had something to do with the coming raid tomorrow, which for some reason was really bothering him. Not like wiping out a family of stragglers was anything new, they'd done it before for supplies. You couldn't feel ashamed for knowing how to survive.

Martinez caught the tennis ball and used it as a stress ball for minute as he lay in the bunk of his cell.

"_It's easier to do when there isn't a name attached to the person."_ Lilly's voice said softly in his head.

He stood up and threw the stupid ball against the wall it ricocheted a few times before rolling to the corner. Watching your friends die, killing your friends once they turned, killing people for food and ammo… Martinez smiled and almost laughed. Well fuck that was life and he was good at it. Killing your friends while they were alive because they chose the wrong team though… it sucked and it was all he was doing lately. He'd thought about killing Merle a few times, maybe a stray bullet during a raid. Hey accidents happened… but he didn't think things would ever go down like they did. He didn't mind killing walkers, he loved it, it felt good. It made thinking about everyone they took from him easier. He didn't want to think about his wife and kids, he didn't want to think about Tim, Crowley, Shumpert, Lilly, or hell even Merle.

What he really wanted more than anything was just…

Martinez lightly punched the stone wall before reaching in his gun bag for a piece of gum. "… a goddamn pack of smokes."

He was just about to pop a piece in his mouth when he heard a single gunshot come from inside the prison. He turned and grabbed his automatic and dashed out of the cell towards the sound of the shot. His mind raced as he took note that there was no shots fired afterward. Maybe a walker got in, maybe it was an accident, maybe someone found the psycho bitch? But when he realized it came from the warden's office a whole new set of thoughts raced through his mind.

"Stupid bitch…" he said under his breath as he ran.

A few other men had heard the shot and were armed and ready for battle. He ran up to the warden's office door just in time to see the Governor stumble out the door, bloody as hell and gasping frantically for air. Martinez slung his gun over his shoulder and caught the Governor as he fell. He had just a split second to glance past him at the grey and red pile handcuffed to a pipe at the other end of the room. Martinez felt a hand grip his shoulder digging it's nails in.

"Get…" The Governor hacked up some blood onto Martinez's shirt. "get me to Dr. Greene… now!"

* * *

**A/N: Whoa did she? did he? what the?! This seriously felt like the fic that would never get completed gang so my apologies big time. I just had no time what's so ever to write. The end is pretty much done and _should_ be up well before season four is underway with a few throw backs to Lilly and oddly enough 400 days references I was making before the game came out 0.o.**


	25. Chapter 25

**Lilly**

Martinez struggled to hold the Governor but he was bleeding everywhere. She could hear the Governor coughing and struggling to breathe. She could scarcely hear him say something to Martinez that she hoped wasn't 'kill Lilly'.

Martinez's gaze met hers full of panic. Lilly took a breath struggling to speak herself. "We never let our own turn Martinez."

Martinez looked at her wide eyed for a moment before kicking the Governor away from him.

Martinez aimed his gun at the Governor.

The Governor said a few words that she couldn't make out before Martinez shot him in the head. He stared at the Governor a moment. He spun around shutting the door and locking it before fishing in the Governor's pocket and getting the key to the cuffs. He ran over to Lilly and unlocked her handcuffs. He glanced at her wounded arm that hung awkwardly next to her. The Governor had tore at it during the fight and she couldn't even move it now.

Martinez lifted her face examining her. "I need to put you down too?" He asked scowling at her.

"I'm peachy" She coughed.

He let her face go when he was certain she wasn't dying, yet anyway. He leaned back kneeling on his heels. "What'd you do? Burn dinner?"

Lilly laughed then coughed hard.

Martinez carefully started to help her to her feet. "Can you stand?"

"Yeah" she grunted out leaning against him to stand up. She glanced over at the Governor lying motionless on the floor. "You sure… you got him in the head?"

"Yeah I'm sure." He said pulling her good arm over his neck.

"Go-go and look and make sure" Lilly said still not taking her eyes off the Governor.

"Lilly," Martinez said looking at her. "He's dead." Martinez was now staring at the Governor as well. They were both silent.

"Why'd you do it?" Martinez asked still not taking his eyes off the Governor.

"I'm doing exactly what I told him I would, "Lilly said still staring. "Survive and help others to survive… by killing people."

Martinez finally spoke after another pause. "What about the-"

"We've got a lot of mess to clean up and quick. The men will have heard those shots."

"Yeah, yeah. Right." Martinez said clearing his throat. "What do I tell them?"

"Nothing, just stall for now. You have to get Dixon's brother. He'll probably be running loose and we'll need him as leverage to put an end to this."

"Loose? Why would-"

"He was my plan B. Look we don't have time, just round' em up but don't kill him." Lilly moved away from Martinez when they were closer to the door. She winced holding her arm. "Where's the doctor at?"

"Hershel? End of block A. The boys really have taken a shine to the old bastard."

Lilly blinked several times. "Wow."

Martinez smirked. "Yeah fixed Shawn's jaw when Mooney wrecked his face, I mean still have to keep him under lock and key but…" Martinez trailed off when he realized Lilly was looking down at what was left of the Governor again. "… Should've got here sooner."

"It's cool." Lilly said casually still not taking her eyes off the body. "took me awhile to get here too." She turned her eyes back up to Martinez. "get moving."

Martinez just gave a nod, then unlocked the door and ran out.

Lilly hobbled over to the crib in the corner and grabbed the blanket inside it. After some fishing around in the desk she found the cell keys. She made her way back over to the Governor and drapped the blanket over the upper part of his body. Suddenly she fell to her knees as she felt shooting pains start in her lower abdomen. She groaned as she felt her baby start kicking inside her at the exact same time. She began to break out into a sweat as she reached over and grabbed the gun near the door. Slowly and painfully she got to her feet and made her way to cell block A, trying not to cry.

* * *

**Daryl**

Daryl knew it was time to move when he heard the shots ring out in the prison. Nothing ever went according to plan. He wriggled his wrists in the duct tape until they were free. He grabbed a few of the tools on the table in the cell with him, taking only a moment to think about who they were used on before him. He took a deep breath as he peered through the sheet covering his cell. He could hear men scrambling. He quietly slipped out but no sooner than he did he felt the barrel of a gun at the base of his neck.

"Easy homes." A familiar voice said from behind him. "Drop'em."

Daryl reluctantly dropped the knife in his hand.

"And whatever else ya got."

Daryl grit his teeth then took out the scalpel and pick from his pockets. Lilly was with the Governor all along. Bad enough having her turn on them, but pretending she was giving him a chance to escape that was sick. Worse, now the Governor knew where the others were and what they were planning. Nothing ever went as planned. "Havin' some trouble up there?"

"Yeah you could say that. You're going tell your friends waiting outside the prison to be cool, understand?"

Daryl almost laughed. "Brother I ain't doin' shit."

"Governor's dead."

Daryl spun his head around to face Martinez despite himself. "Lilly? Did…" There were a million questions running through his head, but he didn't think he'd get an answer to any of them.

Martinez's face looked sweaty from running, but he stared back at Daryl. "Com'mon we don't have much time."

Daryl had no clue what was going on, the Governor was dead, but his second in command was telling him to go call off Maggie and Glenn. "Why should I?"

Martinez looked him in the eye for a moment before holding his automatic back at his shoulder. "Just trying to lower the body count, man."

**Glenn**

Maggie had started pacing around the SUV. She started when they both heard the faint popping sound of gun fire from the prison. She anxiously tucked a lock of hair behind her ear. "So whadda we do now?" She said turning to Glenn her eyes red rimmed from tears.

"We wait." Was all Glenn could say. They were supposed to wait until they saw the cars leaving to go attack the rest of group, once the bulk of the men were gone they'd ram the prison with the trucks and try to attack when there were fewer men. Hopefully Daryl wouldn't have been beaten to badly to help. If nothing happened after two days they'd join up with Rick and the others, because it meant Daryl was dead. Gunfire but no cars leaving probably meant the same thing.

"For how long? You heard it. It was probably Daryl just tortured and shot or Michonne or my dad or-"

Glenn grabbed Maggie and hugged her, something he hadn't been brave enough to really do since the attack on the prison a lifetime ago. "You're dad's alive, they need him remember?"

Maggie had been holding it together pretty well since the prison fell and they were forced to spend a month on the road. It looked like everything she'd been holding back was finally coming to the surface. She looked at Glenn her eyes red rimmed and glossy. "You don't know that." She turned her head away but didn't pull away from his embrace. "This might be just pointless."

Glenn couldn't help but think the same. He'd heard Hershel voice a million times in his head telling him he was like a son. He was beginning to wonder if he was really doing right by him, or whether he should have been worrying more about protecting Maggie. He didn't really know how to help her now, but his thoughts were interrupted by the sound of a twig breaking a few feet away.

They looked at each other for a moment before springing into action each grabbing a weapon and ducking behind the SUV. They'd already had to deal with three walkers over the past two days. Luckily, each one had dropped by separately. Each time they both ignored how screwed they would have been if a herd decided to come through.

"Hey hey whoa! it's me." Glenn heard Daryl's voice say shortly before he emerged from the trees being followed by Martinez holding a gun.

Glenn aimed the handgun he was holding at Martinez and so did Maggie. "What's going on?!" Glenn demanded.

Martinez aimed his gun at Glenn when he saw him. Daryl quickly jumped in between them. "Hey! No, no! Don't shoot. Look it's alright." Daryl said holding his hands up as he walked towards the two of them. When neither Glenn nor Maggie lowered their weapons he continued. "Listen lotta shit's gone down, we gotta find Rick."

"What about the Governor, what about him?" Maggie said giving a nod toward Martinez.

Martinez surprisingly drew back his weapon but not before eyeing Maggie up and down "Oh I'm one of the good guys now, chica." He said giving her a wink, making Glenn want to shoot him right then and there.

For a second it looked like Maggie was going to shoot him too before Daryl spoke. "Governor's dead."

Glenn blinked and shifted his weight a bit. "How?... did you-"

"Glenn com'mon, it's a long ride." Daryl said walking over and getting into the driver's seat of the car.

Martinez walked up to the car looking at the leaves and branches on the hood. "Camo?" He chuckled. "You people are fucking adorable."

Glenn and Maggie both glared at him.

"Dammit! All ya'll get in the fucking car!" Daryl yelled

**Hershel**

Hershel lay in his bunk getting a rare nap in between patching up the young men at the prison. They reminded him of how his own son and Jimmy used to be. No sooner you patch them up they were finding newer and better ways to break themselves. They were a rough lot, but they were a far cry from what he was expecting. Shawn, his most frequent visitor even stopped by on the rare occasion he hadn't lost a fight; just to talk. Hershel suspected he didn't have many people to talk to if he always chose the old man locked in a cell at the end of the block, but he didn't question it. Kept his mind busy from worrying about his girls, it also gave him an idea of how things were run here.

Shawn had been working at the St. John's Dairy Farm near Macon when everything hit. Hershel had tried asking once or twice what made him leave, when Shawn described how secure it was. When he did though, the boy would get quiet or change the subject so Hershel decided not to press the issue.

Hershel jumped awake when he heard the sound of keys hitting the floor. He sat up in his bunk and saw Lilly leaning against the cell door.

"Can't… hold the gun and… open the door at… at… the same time." Lilly held a handgun resting over her head as she leaned. She'd been beaten nearly unrecognizable her hair pulled loose and sticking to her face. Her arm looked terrible and just by at a glance he knew it was now a lost cause.

Hershel hopped towards the keys and decided on speed rather than grace and fell onto the floor to pick them up. He crawled over to the cell door, hoisted himself up then quickly opened it. "Well then drop the damn gun." He said jokingly as Lilly stumbled into the cell. She hobbled over to the bunk holding herself up with it.

They didn't leave him his crutches to he hopped as best he could over to her using the cell door and wall as support. "Thought I told you not to do anything stupid." He said touching her good shoulder lightly.

Lilly glanced at him with what he guessed was a smile. "You know me." Her whole body tensed and doubled over. She groaned and winced. "The baby's coming." She said panting

Hershel helped her as best he could lie down in the bunk. He wiped the blood and hair away from her face trying to quickly assess the damage. He also tried to ease the gun out of her hand, but she held tight.

Shawn had been his son's name too... before he was bit.


	26. Chapter 26

**Rick**

The prison was eerily still as the group walked inside. There were a few men excitedly whispering but even they went silent and held their weapons closer when Rick and the others walked in. The silence was suddenly broken by the faint sound of running that grew louder. A lanky boy with dirty brown hair went running past them carrying a water jug. He was covered in blood and didn't even glance at them as he ran past down to cell block A. Martinez looked tense as he watched him go.

Rick realized he'd never really gotten a decent look at any of the Governor's men even when he was fighting with them. Most of them didn't look much older than Carl.

Another wiry vicious looking boy with a scar running down his neck marched up Martinez. "What the fuck is this?! where's the Governor?" he hisses glaring at Rick and the others.

Rick subconsciously put a hand to his pistol beginning to regret his decision to come here.

"Listen" Martinez said moving closer to the young man and whispered something to him. The two began whispering back and forth to low for Rick to make out.

"I don't like this." Carl said standing next to Rick.

"Hey" Rick said softly. "Just take it easy." Truth was though Rick didn't like this either. They'd gone along because Daryl assured them everything was alright, but this could all be a trap. Looking at it now, this would be the perfect time to take them all out in one go. Something inside him had made him come here, it was the same gut feeling he had now, that finally there could be an end to this.

The wiry young man's head jerked back suddenly. "Shit" he said in a loud whisper his face in shock. He gave a suspicious glance towards the group.

Martinez turned to them. "Throw down your weapons."

"Forget it." Glenn said touching his gun in his pocket. Suddenly everyone in the group grabbed for their weapons and when they did every one of the dozen or so men drew a gun on them.

"Hey!" Martinez yelled holding a hand up to the men as Rick did the same to the group. When both men were certain no one's trigger finger was going to slip the two turned to each other.

"We are not giving up our weapons." Rick hissed to him.

"Com'mon man show a little faith." Martinez said with smile that did anything but inspire trust.

"We did by comin' here." Rick glared at him. "We're not handing over our weapons."

Martinez's smile disappeared. "Listen if we wanted to kill you you'd have never made it through the front gate." His brow creased. "You wanna die here?" he shot a glance over to Carl and Judith. "You want your kids to die here?"

"We want to see our people." Rick looked Martinez square in the eye

Martinez took a step back regarding Rick with a nod then he looked over at Maggie and Beth. "Hey you two." He said pointing at them with two fingers. "You're Hershel Greene's kids right? Maggie and Beth?"

Maggie and Beth both shot to attention. "He's alive?" Beth asked softly holding a very fussy Judith in her arms.

Martinez gave a nod. "I can take you to see him, but you're gonna have to give up your weapons first 'ight?"

Maggie turned to Glenn with pleading eyes. "What if he's lying." Glenn said anxiously.

Maggie shook her head then walked over to Martinez and gave him her handgun. Beth quickly passed Judith to Rick to stand beside her sister.

Martinez turned his attention back to the group. "That goes for the rest of you."

Maggie and Beth turned to Rick with the same desperate look.

Rick paused for a moment then turned to Carl. "Carl?" Rick said trying to calm the panic he was feeling. Carl turned and looked up at him just as tense as everyone else. "Can you hold your sister?"

Carl looked back him stunned for a moment. He gave a wary glance at Martinez before nodding with a scowl. Rick handed Judith to Carl then slowly took his pistol out of it's holster and handed it handle first to Martinez.

Martinez nodded without even looking at the gun as he handed it to the wiry young man. "Mooney collect the rest will you?"

Rick took note of how the wiry boy glared at all of them but at Daryl in particular as he took their weapons.

"Someone should go with them." Glenn whispered to Rick.

"I'll go. Keep an eye on everyone." Glenn nodded in response. "I'm coming along." Rick said to Martinez.

Martinez just shrugged before turning his attention back to the boy with the scar. "Mooney," The boy didn't respond he and Daryl were busy glaring at one another. "Hey!" Martinez said again this time the boy looked at him. "Any of them get so much as a mosquito bite your next match will be with six biters get me?"

"yeah I get you."

Martinez's whole demeanor changed in an instant becoming cold and frightening. "'yeah I get you' what?" He said in a steely voice.

The boy's surly attitude suddenly changed becoming uneasy as he looked down at his shoes. "I understand sir." He said softly.

Martinez's posture became causal again. "Good. These people are our guests remember." He said flashing a smug smile at Rick that made him want to punch him in the face.

* * *

Hershel sat just outside of one of the cells in block A. Rick saw the dirty brown haired boy from before pouring water over Hershel's hands; washing blood off of them.

"That's good, thank you son. Did you get what I asked?"

The boy nervously fished in his pocket and pulled out a bottle of pills. Hershel looked at them for a moment before taking out two. "Here," he said handing them to the boy who took them with shaking hands.

The boy looked anxiously at into the cell then back at Hershel. "Is it… safe to go in there."

Hershel patted his arm. "It's okay Shawn, the worst is over now."

The boy nodded but still hesitated before going into the cell.

Beside Hershel stood another boy with overgrown blonde hair. He was shakily holding a semiautomatic staring off into space quietly crying. Hershel rubbed his forehead before holding his head in his hands.

"Dad?" Maggie said softly as they approached.

Hershel's head shot up when he heard her voice. "Maggie… Beth oh my god!" he said nearly jumping and falling off of the chair as they both raced into his arms.

"Daddy!" Beth said tearfully getting to him and hugging him first followed by Maggie. Hershel showered their head with kisses.

"Thank god you're ok." Maggie said sobbing.

Hershel held their heads back so he could look at them. "Both my girls, my brave, strong girls." He said voice breaking

"Dad are crying?" Beth asked.

"Did they hurt you?" Maggie said suddenly defensive.

"No, no." Hershel said with a laugh before he paused a moment just looking back and forth between them. "I've … just never been so happy to see you two." He said with a small sob.

Maggie and Beth both laughed before hugging him.

Rick watched the whole spectacle with no small amount of relief that at least Hershel was alright. He glanced over at Martinez who was watching as well with silent tears running down his face.

"You're really lucky Sheriff," He said softly his voice breaking slightly. "to have your kids."

* * *

Rick walked into the warden's office escorted by Martinez. Lilly sat in the warden's chair slowly tapping and rolling a pill bottle and staring out the window.

The three of them were there in silence only the sound of pill bottle rolling and tapping on the desk echoed through the office. After about ten minutes of dead silence saved for the slow methodical sound of the roll and tap of the pill bottle Lilly spoke. "Nice day huh?" she said her voice a hollow rasp breaking at the last sound.

Rick just looked at her unaware if he should respond. The half side of her face that he could see looked hollow and slacked, some part of him wasn't even sure she was alive.

"Summer's here I think it's...muggy" She said turn her head towards him. Her eyes slowly rolled to meet her head to look at him; foggy and red, she seemed even more dead looking at him than a moment ago.

"Martinez says you had to talk to me." Rick said flatly. For all the pain she was in he couldn't take the time to time to feel pity for her; not while he and his family were guests or rather prisoners in their own prison.

In an instant her dark eyes clear and she looked at him in the eye. She set the bottle aside and lightly drummed her fingers on the desk. "...you can't stay at the prison."


	27. Chapter 27

**Governor**

Philip Blake squinted to make out the letters on the book. _The perils of_ _single childhood. _ He rolled his eyes and heaved a silent sigh. He didn't regret enough about this life, his wife was prepping for more cargo.

He readied his best bullshit face that had fooled so many and finished making his way down the stairs, hoping he just once he could slip out of his out without starting his job of lying and fake smiling before he got out of the damn house.

"Philip?" He heard as he just touched his finger tips to the doorknob. _No such luck…._

"Yes?" He said turning to his wife who stood near the front door.

She was silent for a moment with a blank look on her face. "were you going to even … say goodbye before you go?"

He gingerly kissed her. She shied just after. That was odd. "I was just goin' to." He said warmly near cheerily before Penny came bounding down the stairs.

"Gym class Gym class Gym class Gym class Gym class schym class" She said hopping down each stair before hopping onto and hanging onto her father's forearm. "today!"

"Whoa! So strong!" he said carrying her by his forearm to the front doorway as she jumped off and ran out to the car.

"Hope so" she said as she ran out to the car.

He watched her run out to the passage side of the car. Thinking only fleetingly that maybe she'd go into track and field…. Or anything kind of scholarship that would make college easier to pay for before a few soft word jolted him back to him back to reality.

"What's her name…." His wife said softly. He turned his head it's face in near comic shock looking at her. He's suspected she'd known for some time but to come right out and say it took him by surpri se. He was speechless. He couldn't even think of the things he'd imagined before saying to her. Instead she just stood there looking at him as numb and subtly heartbroken as he'd pictured in his most guilt ridden moments.

He didn't even have enough time to think of a response never mind a lie to save his life before he heard Penny kicking the horn, letting him know it was time to go.

He turned his head quickly toward the horn then back at his wife begging her with his eyes not to have this inevitable conversation now.

Sarah looked at him another a heartbroken moment longer before giving a small nod. He inhaled sharply before walking out and closing the door behind him.

* * *

"Daddy, are you ok?" Penny voice pulled Philip from his thoughts as they drove.

"Yeah honey, why wouldn't I?" He said as lightly as he could manage.

"You're real quiet today." She said turning her oversized blue eyes to look up at him. She went back to looking out the passage window, which she could barely see over. "Mommy was really quiet too. Are you fighting?"

_Oh God…_ "Mommy and I were just… tired this mornin'. People don't like to talk much when they're tired." He didn't look over at her as they pulled up to the front of the school. He hoped the answer would convince her.

"Ok," she said smally sounding a lot less convinced than he would have liked.

He sighed. "Everything's ok sweatheart, I swear." He said with a smile as he parked the car and turned to her. She smiled back "Give Daddy a hug before go."

She jumped over hugged him and gave him a kiss on the cheek. Then she opened the passenger door and bounded out.

"Have good day Penny." He called out after her.

"Maybe." She yelled back as she ran towards the school doors.

He closed his eyes and raised his brows with a sigh. "That's my girl."

"Paul!" She stopped and hugged one of her friends Paula Martinez who was standing by her father next to the door.

The two had suffered through many a forced conversation about baseball while their kids played T-ball together. He met the man's gaze as Cesar Martinez herded the two girls through the door. He shifted his duffle bag full of Little league equipment on his back and gave a small salute acknowledging Philip. Philip smiled and gave a small wave back. He didn't particularly think much of the man, but he did go out of his way to coach the kids team for the school.

Philip sat there for a moment drumming his fingers on the stirring wheel. There wasn't much about his pathetic life and his pathetic marriage that he didn't wish he could do differently, except Penny. Penny was the one thing in this world he'd done right. He thought for a moment about the problem of having the child you wanted with the mother you didn't. He sighed again. He didn't have time for this now at any rate.

* * *

"Listen Phil no one would ever deny you we're good at your job-"

_But you'll try won't you? You stupid fucking little-_

"-but the truth is Phil," He boss said slapping him on the shoulders hard enough to make Philip want to snap his neck like a piece of celery. "You're just not a team player, you know?" The echoboomer said with a shrug as he walked back behind his desk and sat down.

_Yeah 'uh know' you over privileged- _"Did someone report a problem sir?" Christ every time he had to call him he 'sir' was sure the word would break his teeth.

The little brat looked wide-eyed for a second before waving his hand dismissively. "Hm? Oh no, no" he said with a laugh. "It's just… if one member of the team does too much, well than it isn't really a team is it?"

"I thought those players were just called VIPs" Philip said with a grin.

His boss looked at him blank faced for nearly a minute, mostly trying to grasp the joke that bombarded his pea brain, then he smiled thinly with a nod. "That's funny." He said softly. "Look Phil, let me be blunt."

_Call me 'Phil' one more time and trust I'll be the blunt one._

"You're making the rest of us look bad."

Philip could barely hide the shock on his face. He was really being called in because he was doing his job too well?

"Listen, it's nothing major just, you know, slow it down a bit. I mean hell a man your age should love hearing that right?" He said with a laugh.

Philip was glancing down at the letter opener musing about how many times he could stab the little prick in the face before someone called security when his cell phone began to ring. He quickly grabbed it and sent the call straight to voicemail.

"You didn't turn that off?" His boss said venomously.

"Just did." He said shoving the phone back in his pocket. "Please continue I'm all ears." He said with his best warm customer service rage-concealing smile.

* * *

Philip sighed as he retreated to his cubical and put his head on his desk. A few moments later he felt something or rather someone very soft and very warm brush against his leg.

Rowan sat on the edge of his desk in deliciously short pencil skirt bouncing her leg. She held two cups of coffee and handed one to him as she spoke. "You survived with no fatal injuries, amazing." She said with a grin.

"Barely," He said with a smile taking the cup of coffee.

"If you're feeling weak I know CPR" she said with a wink tapping her coffee mug

"Oh now that you mention it I'm feelin' very weak-"

She laughed and playfully slapped his arm. "Did you kill him at least? I mean we all want to but please tell me you did."

"No I spared him today." He said leaning back and taking a sip of his coffee. He was trying his best not to leer at her naked calf that she was bouncing in front of him.

"Still taking me to lunch?" she said cocking her head coyly to the side.

Philip looked down at the coffee in his hand. Suddenly the idea of only seeing Penny on weekends raced through his mind. "Actually there's something I need to-"

"Mr. Blake!" one of the interns ran into his cubicle. "You have a call on line one!"

"I'm in the middle of a conversation." Philip said annoyed.

"Mr. Blake it's about your wife." Philip caught Rowan rolling her eyes out of the corner of his eye. "She's… she's been in an accident."

To his surprise Rowan's demeanor completely changed to one of concern. "Is it serious?"

The boy looked winded as his eyes shifted from Philip to Rowan and back again. "They're… they're on one." He said quickly before giving one last sympathetic look toward Philip and walking out.

* * *

**Rick**

Lilly face stared back at Rick impassive a hundred different shades of blue and purple. She had at least one black eye with a small cut beneath it probably for the swelling. A few moments ago it looked like she wasn't even alive so it took a moment for what she said to register.

"What?" Rick said stunned

"You heard me. You're not getting the prison." Lilly said in her typical even tone.

Rick got to his feet knocking the chair down behind him.

"Easy." Martinez said posing a gun on him.

Rick's mind raced as he struggled to keep calm. He turned to Lilly. "We-" he began before lowering his voice. "We saved you… looked after you… and the baby."

Lilly's face took on a new coldness, bringing that last part up had touched a nerve, but Rick was running out of options. "That's why I'm letting you live. But you can't stay."

"Why bother bringing us in then huh?" Rick said through gritted teeth.

"Because those men didn't need to kill you and believe me they would have" Lilly's eyes stared coldly into his. "and I wasn't going to let you kill them." She rested her hand on the desk. "You'll be given food supplies melee weapons but the guns stay-"

"You're sentencing us to death." Rick said his face calm but his eyes genuinely pained and confused by the loss.

Lilly glared him. "You see that boy down there with the scar? Sure you did, he's hard to miss. Daryl shot his brother in face with an arrow."

"When they attacked the prison!" Rick clinched and unclenched his fists before glaring at Martinez who still had the gun on him. Lilly glanced at Martinez letting him know no one was going to die, yet anyway.

"Where they killed Carol, Karen, and Sasha, and when Michonne broke free she killed Shumpert." She said giving a small glance toward Martinez. "The world's too small to be playing vindictive war games anymore. They can't make me execute you. I won't , but if I let you stay I'm inviting another war to start." She lowered her eyes for a moment before speaking again. "There's too much bad blood for all of you to stay."

"We'll die out there… we barely survived this time."

"Not my problem." Lilly said casually.

"Carl… and Judith…" Rick said trying to keep his cool.

Lilly's eyes looked coldly and cruelly into his. "Are alive, mine isn't"

"They'll die!" Rick said slamming his fist on the desk. "No one asked you to… to do that." Lilly just stared back at him. "They know? _Your _men? They know what you did?"

The moment those words escaped Rick's mouth he knew he shouldn't have said them. Lilly leaned back in her chair. She looked him up and down with contempt and some quiet rage. "and what did I do Rick?" She said in a soft almost gentle voice.

Rick glared back at her. "You killed the Governor." He said in a harsh whisper.

Lilly's brows arched unimpressed. "Hey Martinez?" She said glancing at Martinez who had gone back to lounging near the doorway. "We ever find out what happened to the Governor?"

"Fucking shame," Martinez said glancing out the door. "Few biters got in, tore him apart, barely enough time to put him down. Just goes to show ya," he said glance at her and Rick. "Never let your guard."

Lilly went back to glaring at Rick. "fucking shame… and if you ever try to pull something like that on me again it'll be a fucking shame when it happens to you."

"There's no difference in what you're doing now." He bit out in a whisper. "sending us out there to be hunted by walkers."

Lilly face softened. "Hunted by walkers but now by us… If it takes your life, Michonne's, Judith's… your entire group to keep the peace here, I'll do it. If you stay that's what will happen. I've already had to kill two to save two dozen. This isn't what I want Rick." Her eyes met his and Rick felt a pang of guilt inside him amid the desperate anger. "This is all I can give you."

"What about Woodbury?" Martinez's voice said suddenly. Both Rick and Lilly looked at him.

Lilly's eyes moved back to Rick then to Martinez. "You know half a dozen people isn't enough to run that place never mind keep it secure."

"Besides last time we were there it was overrun." Rick said bitterly.

"Not for them for us." Stillness fell over the three of them for a moment. "I mean you said this place is a raw deal anyway." Martinez said with a shrug.

Rick and Lilly looked at each other again. "How overrun?"

"'bout thirty or so." Rick said.

Lilly's eyes darted up to Martinez. "Taken on worst." Her eyes then moved back to Rick. "Rick…I think you should go keep an eye on your people for now. Martinez and I have a few things to sort out."

Rick was reluctant to leave, but this was finally a glimmer of hope. He took one last look at Lilly's beaten face and her messed up arm strapped to her body like a wade of meat. Regardless of what became of this he knew he wasn't in a position to ask her to sacrifice anymore.

* * *

**The Governor**

"…To listen to your message again press-" Philip pressed the number on his phone and began playing the message again.

"…_hey it's me. I'm probably catching you at a bad time... It's nothing urgent just… gimme a call back later love you bye."_

Philip leaned his head against the steering wheel and began playing the message again. His car sat out in front of the school as he waited for it to let out. Finally he saved the message and put the phone back in his pocket. He stared into space for a few minutes before bashing his fists against the steering wheel then strangling it with his hands. He heard a bell go off and the sound of the kids filing out of the building. He took a deep breath to steady himself and honked the horn when he saw Penny. She ran over and got into the car.

"H-how was your day, honey?" He said clearing his throat to make his voice sound less hoarse.

"Good." She said blandly as she looked around in the car. "I thought mommy was picking me up."

Philip drew in a breath. "Sweetheart, there's… something I have to tell you…"

* * *

**Lilly**

Lilly's head lulled a bit as she leaned back in her chair. The pills were starting to wear off and her broken body was beginning to protest. She heard Martinez take Rick's seat across from her. "So what do you think?"

"I think it would be easier just to take 'em all out while they're here." He said matter-of-factly.

"Easier," Lilly glanced over at him. "not better."

He sighed. "Well in that case, yeah this is a pretty good option." The tone of his voice changed a bit. "You shouldn't be worrying about this right now though. You should be resting."

Lilly looked at the desk with a sad smile. "Never enough time to rest." The room was still for a moment before Lilly spoke. "….I remember thinking what a stupid whiny pussy Ben's mom was for wanting a burial" Lilly said with a bitter smile. "stupid huh? I mean who has the time to bury their kid these days…"

Martinez looked sadly at her for a moment before his brow furrowed. "…Ben didn't have a mom."

Lilly looked at him equally confused. "yeah he did. We had to fight her back from walking into the Governor's place night before the attack, remember?"

Martinez looked up at the ceiling for a moment before closing his eyes realizing who she meant. "oh! No, no that was Tim's mom, asian kid."

"She wasn't Asian."

"No but his dad was, seriously woman did you bother to talk to or get to know anyone there?" Martinez said with a laugh, but Lilly wasn't smiling.

"…and where are Tim and his mom now hm? I talked to you, the Governor, Merle, Crowley…Tim, but I didn't make friends, didn't seem like much point. People don't last long enough."

Martinez grinned at her. "We're friends Lilly."

Lilly smiled back glancing down at the desk unimpressed. "That why you did it?" She grinned and winked. "You wanted to be… friendly?"

Martinez chuckled before popping piece of gum in his mouth and lounging a bit in the chair. "Truth is sweetheart you've seen better days." He said looking her up and down.

"Tell me about it." She said with a small laugh.

"I'd have had to do before he turned. You roughed him up pretty bad Lill."

"You could've have taken him to Hershel."

"With knife wounds the size of my fist? By the way, remind me never to piss you off."

Lilly laughed then winced from the overall pain throughout her body.

"Truth is," Martinez said looking down. "I've wanted to do it since after the first attack on the prison. I just didn't realize it til just then."

The two were silent for a moment before Martinez broke the silence. "She only found out that day, Tim's mom. With everything going on no one thought to tell her about Merle and Michonne."

Lilly rubbed her eyes remembering. "Yeah, yeah we were busy with…. Maggie and Glenn."

"Then the attack and… no one really bothered." Martinez smiled sadly with a shrug. "She didn't even know he'd gone out with Merle that day. She never was cool with him going out with us."

"Can't imagine why" Lilly said softly. She glanced up at Martinez. "Would you have done what he did with Penny?"

Martinez sighed and scowled bitterly. "If there had been enough of my kids left you mean?" He thought for a moment. "Don't know… maybe, wasn't time for a burial either."

"Never is." Lilly said softly before gently stretching in her chair. "Call the boys together in two hours, You're going to have to address the troops." She lifted herself up with a cane and crossed the desk.

"Wait why me? Can't-" He began quickly.

"Because a group of men aren't going to listen to some battered fat chick that they don't even know-" She was speaking too quickly and had to hold the desk as she swooned. "who's still a bit high on painkillers."

"…You haven't put on _that_ much weight." He said with a shrug.

She gave her head a slight shake before looking at him with a reassuring smile. "besides you actually talk to people."

"There's also another little matter we need to take care of." Martinez said raising his brows. "The black bitch"

"She has a name." Lilly said with a glare.

"Yeah I've got a few for her… she killed Shump."

Lilly lowered her eyes. "tall, dark, and silent," she said with a bitter smile. "I didn't even get to say hi to him… he was going to teach me how to shoot a bow back in Woodbury… never enough time."

"Yeah well she stabbed him in the head." Martinez bit out then sighed. "Bitch's probably dead by now anyway… walker will be easier to find."

"She's not dead. You couldn't kill that woman with an atomic bomb. I am, however, worried about what will happen if any of the boys coming across her."

Martinez sneered at her. "You're actually worried about her?"

Lilly gave a wry smile. "No I'm worried about them. The last thing we need is a fire fight in here."

Martinez glared at her. "She killed Shumpert, Lilly… He never hurt her."

Lilly gave a shrug. "Doesn't matter. Tensions are already running high enough, but no matter what happened before, the death stops now."

Martinez scowled deeper and looked down.

Lilly looked at him for a moment. "This all started because of one dead little girl, but we're ending it here."

Both of their heads shot to the door when they heard a yell of pain. They're eyes darted to one another.

Lilly let outa heavy sigh grabbing her cane. "fuck… what now?" she muttered as she hobbled out the door and to the rail after Martinez

Lilly looked down at a badly beaten woman with hacked up hair surrounded by men. Near her Rick was hold Glenn who was clutching his side.

Martinez casually glanced down at the scene then spat out his gum. "Found her." He said cocking his gun and walking toward the stairs.

"Martinez!" Lilly shouted forcing him to spin on his heel. "Keep everyone calm down there, subdue her but _do not_ kill her."

Martinez looked her up and down in disgust.

Lilly's brows looked up pleadingly. "Caser, this is going to be hard enough. I need you to have my back on this."

Martinez sighed and shook his head then he glanced down at the scene. "Doesn't look like they'll need me."

Lilly looked down and saw Tyreese saying something to Michonne as he cautiously approached her. Michonne held up a shiv of metal between them. Slowly Tyreese reached out to her and held her. All at once Michonne collapses to the ground.

"Keep everyone cool down there and don't let anyone near her." Lilly said never talking eyes off the two below. When she heard Martinez walking away she remembered something else. "Martinez… make it four hours."

* * *

**The Governor**

Penny was still the entire car ride home. She didn't cry, she didn't scream, she didn't say a word just silently stared out the window. Philip pulled into the drive and turned off the ignition. "We're home." He said softly.

Penny just nodded and got out of the car. Philip walked towards the house which until that moment had never seemed so large, empty and imposing. He stopped dead when he heard what sounded like a small puppy whimpering behind him. He spun around and saw Penny standing in the front lawn tears running down her face. He ran back over to her, bent down and hugged her.

"Mommy" she sobbed into his chest.

"Shh shhh it's okay Daddy's here." He said stroking her hair frantically fighting back tears of his own. "Daddy still loves you." He said kissing the top of her head. "Daddy's never going to leave you. Shhh shhh, it'll be ok"


	28. Chapter 28

**A/N I'm putting in a trigger warning for this one (there are actually a few chapters in this and Lilly that I need to do that for) So warning, this chapter contains disturbing imagery and hints at sexual violence. **

* * *

**Michonne**

Michonne sat in the bunk staring at the wall when she heard the sound of footsteps coming toward the cell. Her body tensed and readied for a fight.

"Hey oh!" Lilly said giving a wave to the young man who glared at Michonne with a gun pointed at her as Lilly limped into the cell.

Michonne had woke up in Lilly's cell the, where she had collapsed for the past day. She'd woken up here, after Tyreese had simply said they were sorry. They were sorry and had nothing else to say. Because they knew what she had to go through for Judith, because there was no level of sorry could make up for that. It was then that she passed out in Tyreese's arms and woke up here, back where she started.

Lilly glared at her coldly, but there was no malice. She looked at her knowing that just by entering this cell she was putting her life in danger. Michonne felt a small bit of satisfaction in that. Despite her hobble Lilly still looked like Lilly, beaten, heavy on her feet, but still the lethal coldblooded thing Michonne had always seen her as.

Lilly gave a nod towards Michonne's bunk and the boy quickly unfolded a chair on the other side of the cell. "Lil' closer hun, it alright." Lilly's eyes met Michonne's with their same ice. "We've met."

"Mame Martinez said-"

"Did that sound like a question to you, son?" Lilly's head shot over to the boy. It was amazing, almost hilarious. She was holding most of her weight on the cane, her arm was nearly a stump, and her face looked nearly mutilated. Yet here she was striking fearing to this young well armed man. Typical Lilly, she may have pretended to be one of the boys, or the nameless refugees of Woodbury all she liked, but it didn't change the fact that the second she entered a room she commanded most if not all of the power in it. Her body started to relax a bit.

The boy moved the chair close to the bunk where Michonne was sitting up. It looked like Lilly was putting even more weight on the cane as she limped to the chair. She sighed heavily,; Michonne could tell even moving slightly was killing her and yet her she was. She was carrying a duffle bag awkwardly on her back because of her bum arm. She slung it over herself and let it come down in a lump on the floor.

"alright piss off for a bit, me and my lady here gotta chat." Lilly said with another labored sigh as she set down her cane next to her.

"Miss…"

The boy shifted uncomfortably. His eyes darted between Michonne and Lilly.

"I said it's alright." Lilly's tone changed when she glanced at the boy and saw real concern. "Stand outside the door if you want we just…" she looked at Michonne. "Need to talk about a few things."

The boy nodded giving a glare at Michonne before he left.

Lilly sighed looking at Michonne in silence for a moment. "sooooo how ya been?" Lilly said like a giddy school girl.

Michonne just glared back at her for a moment. "Better than you look."

Lilly smiled. "Doubt that though I do have to give you props," She fished in her bloody sweatshirt and pulled out a bottle of pills. "You're harder to kill than a cockroach on steroids." She pulled out a pill with one hand. She examined the pill debating it for a moment, then bit it in half putting the rest back in the bottle. "Hershel says he can save the arm, amazing but he's going try." Lilly said glancing at Michonne's injured arm. "The eye's shot but he can keep the infection from spreading, the other one might be salvageable."

Michonne was becoming bored with the conversation so she went back staring at the wall.

Lilly paused. "He also says there are parts of you you won't let him examine," Lilly paused again. "And you're refusing painkillers… well your loss, more for me and they're yummy." She said popping the half pill in her mouth.

"How's the baby." Michonne asked in a soft cold voice, pointedly changing the subject.

"Dead." Lilly said flatly as she shifted in her chair.

The cell was silent again. "You wanna talk about it?" Michonne said looking over at Lilly

"_Him_ not it, do I want to talk about _him, _and sure, I can gab all about my dead son and you can tell everything the Governor did to you in all those part you won't let Hershel see." Lilly said with a cruel nearly manic grin before her face returned to a scowl. "You killed a friend of mine you know."

Michonne glared at her. "Your friend probably had it coming."

Lilly's scowl deepened. "No he didn't, but what's done is done. I'm telling you not to make a habit of it in the future."

Michonne smiled thinly. "I hear you killed a friend of yours too."

"Oh now I don't know anything about that. Couple of biters got in there was nothing left when we put him down." Lilly shrugged. "shame really so many people gunning for him, Rick, Daryl, Glenn, _you_…. Then couple of biters take him out." Lilly stared off for a moment. "Bastard never saw it coming." She said softly.

"I wouldn't have seen it coming either." Michonne said softly. She leaned back into her pillow her smile deepening. "Too bad you had to put him down, I could have used a new pack mule." Michonne was still smiling but glared viciously at Lilly. "Was it slow? Tell it was slow. Tell me he was screaming and crying the whole time."

Lilly glared back at her. "You two are a lot more alike than you realize."

"We are nothing alike!" Michonne bit out.

"Oh really? never had a problem killing walkers, hell you fucking enjoyed it-"

"We all do, if you don't you die."

"-But what sets you two apart" Lilly continued. "Is that you never stopped seeing them as people when you did it."

Michonne jerked her head away.

"Those pack mules… now that was sick and unique torture at it's finest." Lilly said with an evil smile. "doomed for all of eternity to walk around hungry, but never able to eat, just a mindless monster whose sole purpose is protecting the woman they wronged," Lilly paused as Michonne looked at her. "am I right?"

"They had it coming." Michonne bit out her bottom lip trembling. "They deserved worse."

Lilly sighed and shrugged. "Not going to argue." She paused again. "I think… I think that's why seeing Penny like that got to me the way it did. Keeping a little girl chained up in a dark room full of biter heads. I always hated him for that" Lilly scowled. "If he really loved her he'd have put her down, but she didn't need him… he needed her."

Michonne's faced contorted like she was about to cry. "All the things he did to me… just made me hate him more, talking about Andrea… but when he talked about Penny…" She paused her lip trembling. "He told me about her first day at school…when she lost her first tooth. How she'd crawl into bed with him and his wife during thunderstorms. Then just his bed when she had nightmares about her mother. I-" Michonne as near tears as she spoke. "I didn't kill a little girl damnit!"

Lilly just looked at her unimpressed. She rolled her good shoulder then lightly touched her bum arm. "You made the right call, your timing could have been better but hey" she said with a shrug. "We all make mistakes."

"I didn't make a mistake." She said through gritted teeth her eyes red rimmed. "He had me hunted for days like some animal. Then he was begging me, begging me! Not to hurt his pet corpse." Michonne scowled almost shaking with rage. "I didn't make a mistake." She said low growl.

Silence again fell over the cell. Lilly looked up at the ceiling. "I still stand by my belief that if we had just taken you out sooner Woodbury wouldn't have fell when it did."

Michonne knew despite that comment Lilly had no intention of killing her. If she did Lilly would have done it already. "That a good thing?"

Lilly smiled bitterly. "It was a house of cards and we did a lot of coldblooded shit that I'll never be able to forget to keep it going. Still, having a home for a few more month would have been nice." Lilly sighed again as she leaned over and started to fish around in the duffle bag. "but hey shit happens right? I brought you a present." She said pulling out the katana and tossing it to Michonne who caught it with her usable arm.

Michonne unsheathed it examining it.

"But you have to promise not to get all Benny Hanna on Glenn anymore." Lilly said with a smile.

Michonne sheathed the sword. "…How is he?"

Lilly shrugged. "Kid's tough… he'll live. Poor Hershel is becoming a very popular man these days" Michonne just sat there looking at her sword. "I don't blame you… but ya'll are going to have to kiss and make up at some point, because you sure as hell can't stay here."

Michonne was silent as she just stared into space.

"Now I didn't just give that back to you because it brings out your pretty eyes… pardon eye." Lilly said again digging through the bag. She pulled out a tourniquet, the Governor's belt, half a dozen towels and a nearly full bottle of scotch. "I need you to hack off my bum arm."

Michonne looked at her wide eyed. "Why?"

"I talked to Hershel. I'll never be able to use it. Hell I can't even feel most of it anymore. Best case scenario, it's a wad of dead flesh waiting for gangrene and it'll kill me. Worst case scenario if I get bit I won't know it and I'll kill someone else. Beside I…" Lilly paused with a sad smile. "don't really like thinking about all the people he made me kill with it."

Michonne was silent as she looked at Lilly. "Would you have put Penny down?"

Lilly shrugged. "Don't know… that's seems to be a problem for me." She paused. "The baby was stillborn. He wasn't sick. He was dead."

Michonne waited for Lilly to continue, but she didn't. There was no point in asking what she already knew. "I'll do the arm, but there's something I need you to get for me. It's in the cell where they kept me."

"Damn woman I'm letting you hack off my arm and still you want more?" She said with a laugh. "What is it?"

"It's the picture of Penny the Governor made me look at while… Should still be on the left wall."

Lilly was silent for a moment before she called to the young man standing by the door and sent him to fetch the photo.

The cell was once again silent. "Weren't you scared? When you knew the baby was dead?" Michonne asked finally.

Lilly laughed, but it was anything happy. "What? That he'd bite me? …with his little gums?" Lilly's eyes started to shine wet. "scratch with… with his tiny hands?" She holding her fingers about an inch apart. She quickly brought a hand lips then breathed heavy steadying herself. "No… I wasn't scared."

The boy returned winded and handed the picture to Lilly. "That it?"

Lilly looked at the picture of the young girl beaming a smile up at the camera, the sun shinning on her soft brown hair. "yep that's the one." she said softly. She gently kissed it before handing it to Michonne.

Michonne looked at the picture for a long time.

"What are you going to do with it?" Lilly asked as she watched her studying the photo.

Michonne slipped it into her pocket, then she unsheathed her sword. The boy pointed the gun at her.

"Hey it's cool." Lilly said holding up a hand. "My friend here is just doing me a favor."

The boy looked confused as Lilly told him to help her tie the tourniquet around her arm. She moved the chair closer to Michonne. "Try to get as close to the tourniquet as you can." Lilly said taking a few big gulps of the whiskey.

Michonne nodded. The boy turned to face the wall.

Lilly brought the belt up to her mouth and was just about to bite down when a small smile crossed her face. She glanced at Michonne. "Hey wanna hear a joke?" She said as Michonne raised her blade.

"No."

"What do you call a stillborn?" She said propping the arm up on the back of the chair. Her eyes rolled up to meet Michonne's. "a crawler."

Michonne looked back at Lilly with wide eyed horror for a moment. Then suddenly she let out a burp of laughter, as Lilly began laughing too. Lilly's eyes started to well up and her laughs quickly became sobs. Michonne realized she was crying too as she watched her. Lilly took in a few breaths righting herself as she pulled up her right sleeve. She smiled at Michonne her eyes red and bloodshot. "ready?"

Michonne nodded "yeah."

"see you on the other side." She said with a wink as Michonne brought down the blade.

* * *

**The Governor**

The Governor knelt down in front of Lilly as she tentatively stepped towards him. Every nerve in his body was buzzing from tension. When she tried to go in for the blow he'd grab her hand and wrestle away the knife. The baby was far enough along that it could be saved even if he killed Lilly. He felt bad he was depriving yet another one of his children of a mother, but Lilly had already shown what kind of mother she'd be.

He eyed the hunting blade as she held it over him. His breath shaking in his throat.

"Sometimes I just wish..." She spoke softly. "I couldn't tell when you lie."

Every nerve inside him went on high alert when she said that. He lunged for her hand, but she moved out of the way then with the butt of the handle slammed hard into his temple near his bad eye. He fell backwards writhing in pain. In an instant she was on him and nearly stabbed him in the face, but he diverted the blow and instead the blade buried itself in his shoulder. He yelled out in pain and kicked her off of him. He grabbed his shoulder as he got to his feet. It wasn't long til she was up too. His stomach lurched as he saw the scuff mark on her sweatshirt and she grabbed at her belly and wince.

"You…" He growled low unable to contain the rage and panic in his voice. "You ungrateful heartless little bitch!"

Lilly winced again. "I knew it was too much to think you could do anything selfless."

"What? Die to let you raise my daughter?!" He winced touching the stab wound that was covering him in blood. "You who would kill her just for a shot to kill me! You sick evil bitch!" He screamed as he advanced on her.

"Better dead than in your care." Lilly said coldly. "You gonna make her torture or be tortured when she pisses daddy off huh?"

"Donn't matter darlin'" He said with steel of his own in his voice. "You won't be around to find out."

"I'll bet you'll use that too. 'walkers got to mommy, this is why you're never allowed past the walls'" Lilly spat at him.

The Governor grinned evilly. "Well I hadn't been planning on it, but it sounds better than 'mommy was a psychotic bitch who tried to kill us both." His grin disappeared. "After everything I did for you, sparing you, offering you everything you ever wanted, it's still not enough!"

"I signed up to kill Philip, not to torture. I'm doing exactly what you wanted making the hard calls. Besides," She gripped the knife ready for another attack. "you ain't got no more Woodburys to sell, love."

The Governor steadied himself on the desk. He slowly looked Lilly up and down unimpressed with disgust. "Don't put on airs for yourself, honey. I bought you body and soul for a glass of water."

"You never had my soul, Philip." She replied coldly. "and my body cost you two glasses of scotch."

He grinned cruelly. "and even that was too much for it." He was getting closer to her now. "So help me god if I have to rip my daughter out of you so be it."

"Then come and get her." She said coldly before he lunged at her.

She stabbed him in the leg before he managed to wrap his arms around her. He turned her away from him and grabbed her good arm and sunk his teeth into her wrist. She screamed in pain and he realized he'd never heard her scream before. And what an appealing beautiful sound that was. He decided when he had her subdued he'd make her scream as much as possible. His mind raced with all the things he'd do to his lovely Lilly when his daughter was free from her.

Lilly held tight to the knife. She gave one great yank of her arm freeing it but leaving a good chunk of it in his teeth. She then leaned into him hammering the knife against his whole left torso puncturing his lung, shattering his ribs and destroying anything else she hit. He screamed then grabbed her by the hair and slammed her head into the desk three times. She collapsed to the floor dropping the knife.

The Governor fell to his knees panting. His heart beat a little faster when he licked his lips tasting her blood. He crawled over to her and turned her over. Her head lulled and there was a large gash on her forehead from the desk. He straddled her taking care not to put any weight on her stomach. Her eyelids fluttered as he ran his hand over her face neck and chest. He then sunk his thumb into her gunshot wound. Her body bucked violently beneath him as she screamed again. She dug the nails of her good hand into his arm but he only laughed in between pants. He then punched her hard twice in the face making her go slack for a moment. The held her head and kissed her deeply in the mouth. He rolled his tongue around in her mouth again tasting and savoring her blood. He leaned back panting and punched her again twice. He pulled violently at the wound nearly taking her arm with it. She bucked and screamed again. She winced with a small whimper that he decided was even more intoxicating than the sound of her screaming.

"Beg me." He said winded with a grin. He ran his hand over her again. "Beg me to stop Lilly."

She turned her head to him and spat blood in his face. He responded by hammering her face and the wound with his fist. After a minute he began to feel like he was drowning. He crouched and hacked up some of his own blood beside her. He turned to his side which he hadn't noticed enough from the heat and adrenaline. He wasn't panting from the fight, she'd done some real damage to him.

He backhanded her one final time before struggling to get to his feet. "oh no, no, no" he muttered as he dragged her over to the pipe on the far side wall. "no darlin' no you're not getting off that easy." He said handcuffing her to the pipe. He knelt down holding her face and whispered in her ear. "Don't get too hung up about what I did to Michonne, cause compared to what I'm going to do to you, baby." He wiped her hair out of her bleeding face. "It's going to seem like a pleasure cruise."

He stumbled along the wall towards the door. Everything was starting to grow darker. He clutched his side his body starting to shake from blood loss. He fell to his knees and felt like the door was getting further and further away. His eyes widened as every breath grew more labored and more painful to draw. He grabbed for the door and unlocked it before falling to the ground. She'd really done it. The little bitch had really killed him. He crawled toward his gun and holster as panic started to set in. He was really going to die, he'd never see his daughter… because of his loyal Lilly.


End file.
